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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, 2004.**

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 10th Avenue, Suite #103, Vancouver, British Columbia,
  Canada V5T 4V1
  (Address of principal executive offices)

(604) 878-0200
  (Registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Act**None**

Securities registered under Section 12(g) of the Exchange Act:
  **Common Stock, $0.001 par value**

Check whether the registrant (1) filed all reports required
  to be filed 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, 2004 were $136,866:

The aggregate market value of the voting stock held by non-affiliates
  of the Company, (21,729,190 shares) based upon the closing price of the Company’s
  common stock on April 5, 2005 was approximately $1,738,335.

As of April 5, 2005 the Company had 29,569,190 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(a): Share Exchange
  Agreement).

DOCUMENTS INCORPORATED BY REFERENCE: None

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ACTIONVIEW INTERNATIONAL, INC. 
  TABLE OF CONTENTS

|PART I
|------

|Item 1 | Description of Business                                  
|------ | ---------------------------------------------------------
|       | a)                                                       
|       | b)                                                       
|       | c)                                                       
|       | d)                                                       
|       | e)                                                       
|       | f)                                                       
|       | g)                                                       
|       | h)                                                       
|       | i)                                                       
|       | j)                                                       
|       | k)                                                       
|Item 2 | Description of Properties                                
|Item 3 | Legal Proceedings                                        
|Item 4 | Submission of Matters to a Vote
      of Security Holders

|PART II
|-------

|Item 5  | Market for Common Equity and Related Stockholder Matters                                  
|------- | ------------------------------------------------------------------------------------------
|Item 6  | Management’s Discussion and Analysis or Plan
      of Operations                          
|Item 7  | Financial Statements                                                                      
|Item 8  | Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure
|Item 8A | Controls and Procedures                                                                   

|PART III
|--------

|Item 9  | Directors, Executive Officers, Promoters and Control
      Persons; Compliance with Section 16(a) of the Exchange Act
|------- | ---------------------------------------------------------------------------------------------------------------------
|Item 10 | Executive Compensation                                                                                               
|Item 11 | Security Ownership of Certain Beneficial Owners and
      Management                                                 
|Item 12 | Certain Relationships and Related Transactions                                                                       
|Item 13 | Exhibits and Reports on Form 8-K                                                                                     
|Item 14 | Principal Accountant Fees and Services                                                                               

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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. The Company’s
  actual results could differ materially from the anticipated results described
  in the forward-looking statements. Factors that could effect the Company’s
  results include, but are not limited to, those discussed in Item 6, “Management’s
  Discussion and Analysis” and included elsewhere in this report.

|PART I
|------

ITEM 1             DESCRIPTION
  OF BUSINESS

a)      Company 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.).

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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.

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

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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 several new motion billboards, after 12 months of development.

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.

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.

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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 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 was a US$5.5 billion market in 2003 according to the Outdoor Advertising Association of America, Inc.

b)      Principal Products, Services and Research
  & Development

ActionView Advertising Systems, Inc. (the wholly-owned subsidiary of Actionview International, Inc.) has, over the past 5 years, researched, designed, and manufactured programmable, scrolling, backlit billboard poster signs for use in retail and
other high traffic advertising venues. The initial product was a 4 foot by 6 foot(4x6) sign that was tested in retail venues such as shopping centers over the 5 years.

The company has developed a series of signs in different sizes at different list prices over the past 2 years as follows:

|Sign Size                                                | List Price
|-------------------------------------------------------- | ----------
|                                                         |           
|Original 4x6 sign scrolling 12 poster advertisements     | $ 10,000  
|3.5 x5  signs scrolling  12 poster advertisements        | $ 10,000  
|3.5 x5   sign scrolling 6 advertisements                 | $   6,000 
|6x9 sign portrait mode scrolling 5 poster advertisements | $ 18,000  
|5 x10  sign scrolling 4  poster advertisements           | $ 16,000  
|5 x15  sign scrolling 3  poster advertisements           | $ 23,000  

ActionView also designs and distributes a 4x6 non-scrolling (static) sign because it is the only 4x6 backlit sign with a depth of 5 inches. This product is ideal in narrow passages where advertising on the walls has typically been confined to
non-backlit products. This sign sells for $2,500.

Research & Development

Several new products and support technology were researched and developed in 2004. Specifically, the 5x15 3 poster scroller, the 5x10 4 poster scroller, the 3.5x5 6 poster scroller (known as ActionView Lite) for which a new

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digital controller was developed. The existing digital controller was upgraded to work with other new models.

The company spent approximately $151,000 in R&D in the past year. These expenses include the salaries and consulting payments of two employees engaged in research and development, the partial wages of the CEO who leads the company’s
R&D program, travel and transportation expenses to and from R&D sites, the cost of manufacturing products for testing, independent contractor costs and sundry miscellaneous costs such as courier, telephone and administration.

In Vancouver, R&D is performed at the company’s headquarters and at local independent technical labs. In China, the R&D is performed at the production factory under the direction of a full time employee of the Company who is bilingual
in English and Cantonese. This gives the Company considerable direct input and influence over production of the signs which for the most part are custom designed for specific end user needs.

The production factory is located in Guangdong Province, China.

c)      Target Market, Strategy and Product
  Distribution

ActionView markets its signs to managers of high traffic public locations such as airports, train stations, shopping malls, movie theaters, etc. Installed ActionView signs display multiple poster advertising. ActionView’s business strategy is
to establish relationships with advertising companies that will purchase the poster advertising on the ActionView signs on behalf of their clients. ActionView also in the process of selling and/or renting its signs to retail store chains for
placement inside the retail stores or in the store windows. Once signs are placed in stores at the “point of purchase”, advertising time will then be sold to vendors of products.

The Company’s business plan is based upon the Company maintaining ownership of its manufactured signs and generating monthly revenues from signs placed in airports, train stations, convention centers, shopping malls, supermarkets, department
stores, movie theatres, gas stations, and other high traffic locations. These revenues from Company signs will be shared with the sellers of the advertising and the sign location landlord.

The Company sells its signs to locally based franchises and will receive royalty income from the advertising revenues generated by those signs. The Company also intends to sell custom manufactured less sophisticated scrolling signs to customers on a
large volume basis if demand for these exists. Tests have been conducted in a number of different venues with success coming from a major automotive parts distributor, an airport and two movie theater chains in the form of sign sales and ad
revenues.

Actionview’s business strategy is centred around its unique vertically integrated business model which includes custom designing, manufacturing, finding placement locations and selling advertisement for its unique scrolling sign products. The
model is supported by in-house developed products including the unique sign designs, unlike others in the industry, the digital motor drive controllers and the source code used to program and manage the reliable operation of the signs.

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In China, ActionView signs are located in selected train stations of the Guangzhou MTR system and in two movie theater chains in Hong Kong. Additional signs are presently being built for installation in the GZ Airport under contract with between
Chungrun Advertising and the Airport Authority.

In Australia ActionView’s licensee has arranged for the testing of ActionView signs in a supermarket chain. If this test is successful it may result in 40 stores being installed with signs.

d)      Competition and Main Competitors

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

These companies, due to their size, compete with one another for the largest existing outdoor advertising markets in North America. These markets include outdoor billboards on buildings and street sides, poster sized signs in malls, airports, train
stations etc. The only company that uses scroller technology is JC Decaux who is ActionView’s main competition in Europe, Australia and parts of Asia. In Australia the major outdoor competitors are JCDecaux, EYE Corp, Cody Outdoor and GOA
Billboards.

In the scrolling sign product supply market the competitors are Revolution, Postermatic and Charvet-Industrie in North America.

e)      Competitive Position and Methods of
  Competition

The Company will not attempt to compete in the North American outdoor advertising markets because of the size, strength and maturity of Decaux, Clear Channel, ViaCom and Pattison. Instead ActionView will concentrate on the point of purchase market
where manufacturers and vendors of retail products need to advertise in the retail department, hardware or food store chains at the point of purchase. ActionView intends to place its scrolling signs in the store windows and inside the entrance and
at the end of aisles. ActionView will receive its revenue from renting the signs to the retail stores or by receiving a percentage of the ongoing revenue stream generated from the advertising.

ActionView is developing relationships with sign brokers and agents to sell ActionView signs to end users of scrolling signs. The typical clients for the purchase of ActionView scrolling signs will be trade show organizers and participants, or
manufacturers of products for sale in showrooms where their varieties of models and features could be displayed on the scrolling signs.

ActionView has no plans to enter the European market in the near future.

The outdoor advertising market in the Orient and the Middle East is fragmented.
  They are serviced by many local companies and a few international companies
  like JCDecaux. It is still difficult for the international companies to gain
  a foothold because of the protectionist attitudes in these countries.

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ActionView has established a partnership with a local company in China and,
  through this partnership, an agreement with a local advertising company. This
  resulted in a contract with the Mass Transit Railroad (MTR) system in Guangzhou
  to supply at least 60 scrolling signs of varying sizes for installation in the
  stations of the first of 10 lines that are being built. It has also resulted
  in a successful test at the new Guangzhou Airport which turned into a significant
  contract for installation of 200 equivalent signs in 2005. In 2004, ActionView
  also installed 20 beta-test signs in 2 movie theater chains in Hong Kong.

In Australia, the market is similar to North America, so the ActionView strategy is to direct our Australian licensee to pursue the point of purchase market in retail store chains. We expect to see considerable progress in this marketplace in
2005.

In the competitive marketplace for scrolling sign products, the Company’s dual strategy has always been to provide our customer’s with top quality products, well researched and tested before distribution, at competitive prices. This
prompted the change of sign production to China in 2003.

New and improved versions of the controllers are being developed by the Company. In 2004, hand-held remote units replaced lap-top computers for programming the signs.

f)      Principal Suppliers

The purchase, fabrication and assembly of the aluminum bodies of the ActionView signs was transferred to another supplier in China to reduce manufacturing costs.

The electronic components for the circuit boards of the proprietary digital sign controllers continue to be assembled in Canada for trans-shipment to China for installation.

g)     Dependence on One or a Few Major Customers

ActionView is setting up distribution channels in North America, China, Australia and the Middle East. Potential customers are being pursued in all of these countries. In North America ActionView markets its products and services to the large multi
store chains, movie theaters, gas stations, airports. Prior to purchasing, these customers typically request a testing period of 3 to 12 months to determine mechanical dependability of the signs; to identify sales uplift for advertised products; and
to understand customer comfort with the new scrolling technology.

If the Company is able to install signs in various countries and realize revenues from them, the Company does not believe it will be dependent on one customer alone.

h)      Intellectual Property, Patents, Trademarks,
  Licenses, Franchises,Concessions, Royalty Agreements or
  Labour Contracts

General

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The Company owns the intellectual property rights to the ActionView Sign through 6216421 Canada Ltd.  ActionView does not directly own the intellectual property rights to the ActionView Sign.

(i)Pending Trademark
  Applications

ActionView had applied for trademark rights in the United States and Canada for the tradename “ActionView”. The trademark “ActionView” is on the primary register in the United States as is the phrase “ActionView: we
leave the competition standing still”.

(ii)Pending Patents, Copyrights
  and Trade Secrets

ActionView had 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 had also been made in Canada under the Canadian patent pending number 2341053.

The Company is not actively pursuing these patents at this time because of limited working capital.

We do not presently have any plans to seek patent protection or copyright for any other products or materials.

(iii)Royalties and Labour Contracts

The Company does not pay any third party a royalty on the use of its intellectual property.

There are no labour contracts or unionized employees.

(iv)Franchises

There are nine ActionView franchises at various stages of operation at the
  present time, as follows:

-   In Canada:
      Northwest Territories, Kelowna, Calgary, Toronto and Nova
  Scotia:   5 
  -   In USA: Houston:    2
  -   In UAE / Dubai:    1
  -   Australia: 1

i)      Staff

ActionView presently has five and one half full-time staff - two are working in management and sales & marketing activities; two are working in research and product development; and one and one half are working primarily in accounting and
administration. The Company anticipates the need to hire an additional four people in the areas of sales, operations and finance over the next six to nine months when revenues and funds permit.

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In addition and as required, ActionView engages independent consultants and contractors to supplement its activities or conduct specific technical and market research studies.

j)      Projects in Progress and Strategic
  Alliances

On February 20, 2004, the Company completed the incorporation of a new entity in Hong Kong, called ActionView Far East Limited (“AVFE”), for the purpose of representing the Company and marketing its scrolling sign products in both China
and Hong Kong. AVFE is owned by the Company and another company in Hong Kong, called Americrown Inc (“Americrown”).

In general, Americrown will be responsible for negotiating business contracts and the day-to-day running of AVFE in accordance with approved operating procedures and budgets. The Company will be responsible for assisting in the management of AVFE
and supplying Company-owned rental signs for placement in high traffic areas in China and Hong Kong for the purpose of generating advertising revenue. The specific terms of the expected agreement between the two shareholders is in the process of
being finalized.

During 2004, AVFE incurred approximately $100,000 in start-up and market development expenditures relating to AVFE.

As a result, the Company supplied ActionView scrolling signs for installation in the largest movie theatre chain in Hong Kong and China, the Broadway Theatre Group.

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. In December the company sold and installed 2 scrolling signs in
2 newly constructed stores for this retailer.

In the second quarter of 2004 the Company delivered 6 ActionView scrolling signs to the ActionView Franchise in the Northwest Territories, Canada.

On June 14, 2004 ActionView Far East (AVFE) entered into an agreement with Chuangrun Advertising (H.K.) Limited to supply scrolling signs over a period of 10 years to contracts that Chuangrun was in the process of negotiating. The revenue for the
Company will come from a percentage of the advertising revenues generated by Chuangrun on the ActionView signs through AVFE.

In July, 2004, the Company manufactured 10 signs for installation in the Guangzhou mass transit rail system, the first contract to be negotiated by Chuangrun.

In July, 2004 the Company entered into an agreement with Way Cool Concepts Inc. to develop the Eastern Canadian market from Toronto. This business has not yet commenced operations and it is uncertain when it will commence operations.

In September 2004 ActionView Far East received a request from Chuangrun Advertising to begin research and development for a large Panorama sign for presentation to the new Guangzhou airport to fulfill a contract that Chuangrun has for airport
advertising in the domestic terminal. This contract calls for the installation of 100 'Panaramas’ in the third quarter of 2005.

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In October, 2004 an ActionView sign was installed in the Loews theatre in Lincoln Square, New York. This is a “beta-test” for possible future expansion to additional Loews theaters.

In the fourth quarter the Company commenced “beta testing” of an ActionView scrolling sign in McCarran International Airport in Las Vegas. This testing is now complete and the Company will be meeting in the second quarter of 2005 with
the airport management and their advertising company to discuss the placement of ActionView signs in the airport terminal.

Additional information on projects in progress can be found in the Management
  Discussion and Analysis, Item 6(e).

k)Risk Factors

Investors should consider each of the following risk factors and the other information in this Annual Report, including ActionView’s financial statements and the related notes, in evaluating the Company’s business and prospects. The
risks and uncertainties described below are not the only ones that impact on ActionView’s business. Additional risks and uncertainties not presently known to the Company or the Company currently considers immaterial may also impair its
business operations. If any of the following risks actually occur, the Company’s business and financial results could be harmed. In that case, the trading price of ActionView’s Common Stock could decline.

Risks associated with ActionView’s own business and products:

1.     The advertising services industry could be impacted
  by global economic weakness that could negatively affect the Company’s
  revenues and operating results.

2.     ActionView lacks an operating history and has accumulated
  significant losses that may or may not continue into the future. If the losses
  continue, the Company might have to suspend or cease operations.

3.     ActionView will derive most of its revenues from
  sales outside North America and numerous factors related to international business
  activities subject the Company to risks that could reduce the demand for its
  products and negatively affect its operating results.

4.     ActionView depends primarily upon two suppliers
  for the components to produce its sign products. Any disruptions in the operations
  of, or the loss of, these suppliers could harm the Company’s ability to
  meet its delivery obligations to its customers and could increase its cost of
  sales.

5.     A reduction or interruption in sign product supply
  or a significant increase in product prices could have a material adverse effect
  on ActionView’s business and profitability.

6.     Defects or errors in ActionView’s products
  or in the components made by its principal suppliers could harm the Company’s
  relations with its customers and expose it to forms of product liability. Similar
  problems related to the products of ActionView’s customers would also
  harm its business.

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7.     If ActionView experiences any product liability
  claims or recalls, the Company may also incur significant expenses and experience
  decreased demand for its products.

8.     ActionView’s business and operations would
  suffer if its sign products or systems fail.

Risks associated with the ActionView’s industry:

9.     The out-of-home advertising services industry is
  subject to rapid technological change that ActionView must keep pace with to
  successfully compete.

10.    ActionView faces significant competition from much
  larger companies with greater experience and resources.

11.    Currency fluctuations could negatively affect future
  product sales or advertising revenue and harm ActionView’s ability to
  collect receivables.

12.    ActionView’s business and operating results
  may be harmed by inflation and/or deflation.

13.    Government regulation or any change in such regulation
  may adversely affect ActionView’s business.

Risks associated with ActionView and its subsidiaries:

14.    ActionView’s stock price is volatile with
  wide fluctuations in the past that are likely to continue in the future.

15.    A small number of ActionView’s stockholders
  own a substantial amount of the Company’s Common Stock, and if such stockholders
  were to sell those shares in the public market within a short period of time,
  the price of ActionView’s Common Stock could drop significantly.

16.    ActionView may not be able to attract and retain
  qualified personnel necessary for the implementation of its business strategy.

17.    ActionView’s business and operating results
  will be harmed if it is unable to successfully manage growth in its business.

18.    ActionView does not expect to pay dividends in
  the foreseeable future.

19.    “Penny Stock” rules may make buying
  or selling ActionView’s Common Stock difficult, and severely limit market
  liquidity.

ITEM 2            
  DESCRIPTION OF PROPERTIES

The Company does not own any real estate property as of March 31, 2005.

The Company, through its wholly-owned subsidiary Action View Advertising Systems, Inc. rents approximately 1200 sq. ft. of warehouse facilities at

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Unit 320 – 108 Homer St, Vancouver, British Columbia, Canada. The premises are being leased for a three year term expiring October 31, 2006.

In addition, the Company, through its wholly-owned subsidiary, Action View Advertising Systems, Inc. rents administrative offices at Suite 103 – 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.

The combined annual rent for these two leased properties is approximately $25,400 including common area charges.

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.

ITEM 4            
  SUBMISSION OF MATTERS FOR VOTE OF SECURITY HOLDERS

None

|PART II
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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 inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

|               | High Bid |  | Low Bid |  | High Bid |  | Low Bid
|-------------- | -------- |  | ------- |  | -------- |  | -------
|First Quarter  | 1.01     |  | 0.40    |  | 0.06     |  | 0.33   
|Second Quarter | 0.44     |  | 0.20    |  | 0.33     |  | 0.045  
|Third Quarter  | 0.27     |  | 0.155   |  | 0.67     |  | 0.30   
|Fourth Quarter | 0.22     |  | 0.10    |  | 1.19     |  | 0.70   

As of April 5, 2005, the Company had approximately 2,000 shareholders of record with almost half of them owning fewer than 1,200 shares each.

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

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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.

Recent Sales of Securities

On 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.

In September 2003 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 $98,197 owing to the two principals of Action View.

In September 2003, as described in Notes 5 and 6, 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.

On November 1, 2003 the Company issued 774,446 shares of common stock in settlement of a total of $387,224 owing to two directors of the Company and to a company controlled by a director of the Company.

During the fourth quarter of 2003, the 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.

In this connection, the Company issued a total of 958,000 of the OM Units in the fourth quarter of 2003 with the warrants expiring by December 30, 2006. The fair value of the warrants was estimated to be $47,900 and recorded as a separate
component of stockholders’ equity.

During the fourth quarter of 2003, the Company issued 250,000 common shares on exercise of 250,000 share purchase warrants at $0.10 per warrant in settlement of $75,000 of accounts payable.

During the fourth quarter of 2003, 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.

On January 16, 2004, the Company issued 1,741,500 common shares in settlement of the exercise of 1,935,000 share purchase warrants at $0.10 per warrant on a “cashless basis”.

During the first quarter of 2004, the Company issued a total of 250,000 of the OM Units offered in the fourth quarter of 2003 for proceeds of $125,000,

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comprised of one restricted common share at $0.50 and one non-transferable share purchase warrant at $0.55, under Regulation S.  The warrants have a term of three years and will expire by February 20, 2007. The fair value of the warrants was
estimated to be $12,500 and has been recorded as a separate component of stockholders’ equity.

In March 2004, the Company issued a total of 175,000 of the OM units offered in the fourth quarter 2003 for proceeds of $70,000, comprised of one restricted common share at $0.40 and one non-transferable share purchase warrant at $0.45,
under Regulation S.  The warrants have a term of three years and will expire by March 9, 2007. The fair value of the warrants was estimated to be $7,000 and has been recorded as a separate component of stockholders’ equity.

On March 31, 2004, the Company entered into a Private Placement Subscription Escrow Agreement (“PPSEA”) whereby it agreed to offer through a private placement agent not less than 500,000 and not more than 10,000,000 shares of the
Company’s common stock at $0.20 per share, under Rule 506 of Regulation D. In return for arranging the financing, the Company has agreed to pay an agent’s fee of: (i) $10,000 cash upon signing the agreement; (ii) 10% of the gross
proceeds from the sale of the shares in cash; and (iii) 10% of the common stock sold to investors.

During June 2004, the Company issued 2,500,000 shares under the PPSEA at $0.20 per share for proceeds of $440,500 net of share issue costs and fees of $59,500.  As of June 30, 2004, the Company also recorded an obligation to issue
250,000 shares to the agent as described in (iii) above with at a fair value of $50,000.  The Company intends to file a registration statement on Form SB2 to register these securities for resale in the United States and anticipates that this
filing will occur in the second quarter of 2005.

On April 15, 2004, the Company issued 250,000 common shares in settlement of the exercise of 310,000 share purchase warrants at $0.10 per warrant on a “cashless basis”.

On July 1, 2004, the Company issued 100,000 shares under the PPSEA at $0.20 per share for proceeds of $18,000, net of share issue costs of $2,000. The Company recorded an obligation to issue 10,000 shares to the agent as described in
(iii) above with at a fair value of $2,000.

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 December 31, 2004 none of the options have been exercised but 250,000
  were cancelled during the year. 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.

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ITEM 6             MANAGEMENT
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

The following discussion should be read in conjunction with the Company’s
  consolidated financial statements and the notes related thereto which have been
  prepared in accordance with the accounting principles generally accepted in
  the United States of America. The discussion of results, causes and trends should
  not be construed to imply any conclusion that such results, causes or trends
  will necessarily continue in the future.

a)    Brief Company History and Development

ActionView International, Inc. formerly known as Acquisition Media, Inc. currently trades on the OTC Bulletin Board under the symbol "AVWI" and is referred to in this Form 10-KSB as the "Company", the "Registrant" or the "Issuer". The company is
also listed for trading on the Berlin-Bremen Stock Exchange under the symbol "VW6".

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

In August 2003, the Company changed its name to "ActionView International, Inc." to better reflect its new business operations assumed during its acquisition of ActionView Advertising Systems Inc (“AASI”), a British Columbia company
incorporated on July 6, 1999. The Company is now principally engaged in the development, assembly, and marketing of a proprietary multiple poster scrolling backlit sign systems and revenue sharing programs for use in the out-of-home retail
advertising market. This has been AASI’s primary business since its inception.

The Business

The Company custom designs and manufactures scrolling billboard type signs. The benefits of scrolling backlit signs over stationary backlit signs are twofold:

(i) scrolling signs permit the display of multi-advertisements in a single location. In a world where space is at a premium and advertisers are required to compete for their advertising positioning, ActionView signs reduce costs to advertisers and
increase income to property owners that lease advertising sign space.

(ii) scrolling advertising provides the movement necessary to attract the attention of passers-by.

The business plan is based upon the Company maintaining ownership of its manufactured signs and generating monthly revenues from signs placed in airports, train stations, convention centers, shopping malls, supermarkets, department stores, movie
theatres, gas stations, and other high traffic locations. These revenues from Company signs will be shared with the sellers of the advertising and the sign location landlord.

The Company sells its signs to locally based franchises and will receive royalty income from the advertising revenues generated by those signs. The Company also intends to sell custom manufactured less sophisticated scrolling signs to customers on a
large volume basis.

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The History

The ActionView 4 feet x 6 feet life sized backlit scrolling sign has been researched and developed under the guidance of its founder, Rick Mari, for over 6 years.  Site testing has been conducted in the malls and business concourses of Vancouver,
Canada with the support of local and national advertisers. In Vancouver rental signs have been installed and ad revenues have been realized in three separate shopping centres.

The R&D process resulted in a product that is versatile, attractive and technically ahead of its competitors because of its sophisticated digitally controlled electronic components and high quality mechanics.

Manufacturing was moved off-shore from Canada to China in 2003 in order to benefit from the mass manufacturing capabilities and economies of scale in China. The Company’s signs are being assembled in China by a team of design engineers and
computer technicians.

Sales of the ActionView product began with a franchising program that exposed the product to shopping mall markets in Canada and the United States. Over the past 12 to 15 months, the Company has expanded its business model to international markets
through strategic alliances for the ActionView product lines in conjunction with revenue sharing programs.

The Company's principal place of business is located at Suite 103 – 221 East 10th Avenue, Vancouver, British Columbia, Canada with an adjacent warehouse and research facility. Its telephone number is (604) 878-0200 or toll free
(866) 878-0200 and its facsimile number is (604) 879-8224. The main factory for its sign production is located in Guangdong Province, China.

Acquisition of ActionView Advertising Systems Inc

The detailed arrangements regarding this acquisition in September 2003, including the related Intellectual Property Rights, are described in Item 1 (a) of this report under the caption 'Share Exchange Agreement’.

b)    Critical Accounting Policies and New Accounting
  Pronouncements

Management believes the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements. So these are considered to be the critical accounting policies. Because
of the uncertainty inherent in these matters, actual results could differ from the estimates used in applying the critical accounting policies. Within the context of these critical accounting policies, management is not currently aware of any
reasonably likely event that would result in materially different amounts being reported.

Revenue Recognition

ActionView generates or plans to generate its revenue primarily from three
  sources:

i) rental of Company-owned signs that are/will be placed by independent ad
  agencies in point-of-sale and outdoor advertising locations including: airports,
  train stations, convention centers, shopping malls, supermarkets,

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department stores, movie theatres, gas stations, and other high traffic locations. This revenue is shared with the ad agencies, who sell the advertising, and the sign location landlords, who rent the space, and is recognized over the period the
advertising is provided.

ii) sales of signs to locally based ActionView franchises along with on-going royalties from the advertising revenues generated by the franchisees. In addition, an initial non-refundable franchise fee is received on signing for the purpose of
arranging the franchise agreements and providing initial training services and related materials to franchisees on the operation of the signs.

Revenue is recognized when the amount is fixed or determinable, delivery has occurred or initial services have been performed, and collection is reasonably assured.

iii) sales of custom manufactured, less sophisticated signs to customers with revenue being recognized when the signs are delivered and collection is reasonably assured.

Any amounts received in advance are recorded as deferred revenue.

Signs manufactured for inventory and/ or fixed assets

Signs manufactured for sale to franchisees and other customers, located primarily in North American markets, are recorded as inventory at laid down cost when the signs are received and recorded for financial reporting purposes at the lower of cost
or net realizable market value. Cost of sales is recorded on the first-in first-out basis.

Signs manufactured for rental to ad agencies and/or sign location landlords, located primarily in offshore markets, are recorded as fixed assets at laid down cost when the signs are installed and related revenue recognition commences. Cost is
amortized on a straight line basis less residual value over the estimated useful life of 5 years. The book value of rental signs is reviewed for impairment whenever circumstances indicate that it exceeds fair value and the full amount is not
recoverable from undiscounted future cash flows.

Goodwill and 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 are not amortized
  but are tested for impairment at least annually. Intangible assets with a definite
  life will be amortized over that expected life and will also be tested for impairment
  at least annually and whenever events or circumstances indicate a revision to
  the remaining period of amortization is warranted. 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.

No impairments have been recorded through December 31, 2004.

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Management has made an assessment as of December 31, 2004 that because of contracts recently entered into with respect to AVFE and the status of other franchise arrangements, that the carrying value of goodwill and intangible assets are not
impaired.

Recent accounting pronouncements

Of the four recent accounting pronouncements identified in the notes to the financial statements, management believes that three of them will have no material effect on the Company’s financial position or results of operation with one
currently being evaluated for possible effect on the Company.

The three with no material effect are as follows:

| | i)   | 'The Meaning of Other-Than-Temporary Impairment and Its Application to
      Certain Investments’ ("EITF 03-1") issued by the Financial Accounting
      Standards Board’s ("FASB") in March 2004 effective for fiscal years
      ending after June 15, 2004.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | ii)  | 'Inventory Costs’ (“SFAS 151”) issued by FASB in November
      2004 effective for fiscal years beginning after June 15, 2005.                                                                                                                                
|
| | iii) | 'Exchanges of Non-monetary Assets’ issued by FASB in December 2004
      as an amendment to APB Opinion No. 29, Accounting for Non- monetary Transactions,
      effective for fiscal years beginning after June 15, 2005                                     

The one being evaluated for possible effect on the Company’s financial position or results of operation is as follows:

| | i) | 'Share-Based Payment’ ("SFAS 123(R)") issued by FASB in December
      2004 effective for all interim periods beginning after December 15, 2005.
      This pronouncement requires that compensation cost related to share-based
      payments, such as stock options and employee stock purchase plans, be recognized
      in the financial statements based on the grant-date fair value of the award.
      Note 2 to the financial statements discloses the stock-based compensation
      for information related to the pro forma effects on the Company’s
      reported net loss and net loss per share of applying the fair value recognition
      provisions of the previous SFAS No. 123, Accounting for Stock-Based Compensation,
      to stock- based employee compensation.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

c)    Results of Operation

The financial statements for the year ended December 31, 2004 (“2004 year”) are compared below to the financial statements for the year ended December 31, 2003 (“2003 year”).

Net Sales

The Company reported revenues of $130,866 for the 2004 year compared to $40,790 for the 2003 year. The sales increase resulted from greater ad sales from signs placed in certain Vancouver shopping malls; an initial order of

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six signs from the new franchisee in Yellowknife, Northwest Territories; and additional individual signs sold to large Canadian retailers for testing in anticipation of cross country distribution, the latter of which has not materialized to date.

Gross Profit

The Company’s 50% gross margin remained steady in the 2004 year generating a gross profit of $65,660 compared to $22,690 in the 2003 year. The strong margins continue to result from the 2003 decision to move sign production from Canada
to China to benefit from the mass manufacturing capabilities and economies of scale in China.

Operating Expenses

The Company reported operating expenses of $1,525,372 in the 2004 year compared to $984,104 in the 2003 year. This increase was generally due to the acquisition of ActionView Advertising Systems Inc. in September 2003 which was consolidated
for full year in 2004 versus only four months in 2003. More specific explanations for the $541,268 increase in operating expenses in the 2004 year are as follows:

| | – | decrease in consulting fees to $215,200 from $417,500
      due to significant stock based compensation granted last year which was
      not repeated this year.                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | – | increase in R&D to $151,362 from $2,626 due to
      the development of several new products and support technology arising from
      the specific requirements of the Guangzhou Airport contracts in China.                                
| | – | increase in depreciation and amortization expense to $269,588
      from $80,861                                                                                                                                                             
| | – | increase in marketing to $79,542 from $36,237 largely
      because of increased presentations to major Canadian retail chains in Canada,
      including Home Depot, Canadian Tire, Shoppers Drug Mart and others.                          
| | – | increase in investor relations expense to $367,287 from
      $53,567 following distribution of an investor awareness package to 450,000
      prospective investors in the 2004 year which was developed and prepaid in
      the 2003 year.
| | – | decrease in professional fees to $80,223 from $95,660
      largely because the legal costs of acquiring ActionView Advertising Systems
      Inc was not repeated in the 2004 year.                                                         
| | – | decrease in management fees to $187,434 from $197,471
      since no stock based compensation was granted in the 2004 year.                                                                                                                  
| | – | increase in office and administration expenses to $174,736
      from $100,182 due to increase in bad debts, executive travel, and the
      negative impact of a declining US$ dollar.                                                      

Net Loss

The net loss from operations increased to $1,459,712 in the 2004 year
  from $961,414 in the 2003 year due to the combination of the above explanations.

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Interest and Bank Charges

Interest and bank charges decreased to $16,171 in the 2004 year from $24,626
  in the 2003 year due to a reduction in long term debt under scheduled repayment
  terms, partially offset by an increase in current bank borrowings. Interest
  and bank charges are included with office and administration expenses.

d)    Liquidity and Capital Resources

At December 31, 2004, the Company had a cash balance of $32,305 together with a working capital deficiency of $360,661 compared to a cash balance of $41,855 and a positive working capital position of $275,309 at December 31, 2003.

The decrease in cash of $9,550 relates to the following:

| | – | Net cash used in operating activities increased to $694,193 in the
      2004 year (from $551,234 in the 2003 year). This was due to a combination
      of a higher net loss for the year, lower non-cash items being added back,
      significantly offset by a reduced level of working capital.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | – | Net cash used in investing activities increased to $115,940 in the
      2004 year (from $107,436 in the 2004 year). This was due to the advance
      purchase of rental signs in anticipation of ad sales to large corporate
      retailers in Canada which hasn’t materialized to date.         
|
| | – | Net cash flow from financing activities increased to $800,583 in
      the 2004 year (from $700,518 in the 2003 year). This was mainly due
      to increases in both the issuance of common stock for cash and advances
      from related parties arising from accrued but unpaid compensation.   

Subsequent to December 31, 2004, the Company received $195,000 in cash in connection with a private placement subscription agreement which to date has not been completed.

The Company's continuation as a going concern is uncertain and dependant upon successfully bringing its products and services to market; achieving profitable business operations in the future; and obtaining additional sources of financing to sustain
its operations, the outcome of which cannot be predicted at this time.  In the event the Company cannot obtain the necessary funds, it will be necessary to delay, curtail or cancel further development of its products and services.

e)    Plan of Operation for Next Twelve Months

China

On February 20, 2004, the Company completed the incorporation of a new entity in Hong Kong, called ActionView Far East Limited (“AVFE”), for the purpose of representing the Company and marketing its scrolling sign products in both China
and Hong Kong. AVFE is owned by the Company and another company in Hong Kong, called Americrown Inc (“Americrown”).

In general, Americrown will be responsible for negotiating business contracts and the day-to-day running of AVFE in accordance with approved operating procedures and budgets. The Company will be responsible for assisting in the management of AVFE
and supplying Company-owned rental signs for placement in

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high traffic areas in China and Hong Kong for the purpose of generating advertising revenue. The specific terms of the expected agreement between the two shareholders is in the process of being finalized.

During 2004, AVFE incurred approximately $100,000 in start-up and market development expenditures relating to AVFE.

The first contract signed by AVFE was to install signs in Hong Kong’s largest theatre chain, The Broadway Group. 13 motion billboards were successfully installed into various Broadway theatre locations and AVFE is now in the process of selling
advertising on these and additional signs that will be installed over the next 12 months.

On June 14, 2004, AVFE signed an agreement with Chuangrun Advertising Limited,
  which has the contract to place the advertising in the new Bai Yuan Airport
  in Guangzhou. This agreement requires that AVFE will supply ActionView scrolling
  signs into locations in China that Chuangrun will secure with long term contracts.
  The first of these locations is the Guangzhou airport which is under contract
  for 10 years. It opened in August 2004 and is the largest airport in Asia with
  a planned capacity of some 80 million passengers per year when fully completed.
  Guangzhou is a city of about 17 million people that is enjoying dramatic economic
  growth and prosperity.

Chuangrun has secured the contract to place 100 of the ActionView Panorama
  II sized motion billboards (10 ft wide X 5 feet tall) in the domestic arrivals
  and departure terminal. In addition, they have secured the contract for 50 double-sided
  4x6 free-standing signs for installation in the airport bus stations linking
  the terminals. Manufacturing has begun with installation start-up scheduled
  for late April 2005 and completion targeted for July 2005.

Revenue flowing directly to AVFE from this project alone is projected to be
  $1.6 million in 2005 and $2.9 million in 2006. The Company’s share
  of income from this revenue will approximate $500,000 in fiscal 2005 and
  $1,000,000 in fiscal 2006.

Chuangrun has also completed an agreement with the new Guangzhou Subway System, known as the MTR. The first of 10 planned MTR lines has been completed and currently carries 750,000 people per day. AVFE is required to install an initial 60 billboard
signs in the stations of the first MTR line of which the first 10 have already been installed. Once advertising has been placed, revenues will start to flow into AVFE with the Company earning its fair share.

The Company is in the process of obtaining private placement financing for the capital necessary to complete the manufacturing and installation of the rental signs required for both of these important above projects.

Australia

The Company is negotiating a license agreement with the ActionView franchisee
  in Australia and its business partners to establish the ActionView marketing
  program in Australia. Under the terms of the license agreement, the Company
  would supply signs to locations contracted by the franchisee in return for a
  percentage of the revenue generated from advertising sales sold on those signs.
  We hope to finalize the terms of the license agreement will be finalized during
  the second quarter of 2005.

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Dubai, UAE

The ActionView franchisee in Dubai has placed 20 signs in shopping centers,
  movie theatres and super markets and have just placed an order with the Company
  for 9 additional signs. The Company may earn royalties from this franchisee
  in the second half of fiscal 2005.

Ontario, Canada

In 2004 the Company entered into an agreement with Way Cool Concepts an experienced sales and advertising group. They have acquired the existing Toronto ActionView franchise and are now proceeding to market their advertising program to local/
regional retailers and mall operators throughout Ontario.

Yellowknife, Northwest Territories, Canada

A franchise was sold with six ActionView 4x6 scrollers as the initial order.

New York, USA

The Company is beta testing an ActionView scrolling sign in a movie theater in Lincoln Square, New York.

Las Vegas, USA

An advertising company representing McCarron International Airport in Las Vegas has initiated a beta-test of the Actionview sign.

Research & Development

The Company's design and production staff was successful in developing several new products and support technologies during 2004 which helped to secure the two China contracts at the Guangzhou Airport. The Company is committed to continuing its
R&D efforts on this basis in order to keep meeting on-going customer demands for new and improved products. Additional qualified employees, agents, or independent contractors, augmented by the leasing or purchase of specialized equipment, will
be employed “as needed” in the future and when working capital permits.

Expected profitability and capital requirements

Since the acquisition of ActionView Advertising Systems Inc in September 2003, the Company has been focused on developing and implementing its business plan including building brand recognition, gaining market share, meeting customer expectations,
tailoring products to meet customer specifications, following up to ensure customer satisfaction, and staying on the leading edge of technology with R&D spending to enhance the product line.

The Company’s primary goal over the next twelve to eighteen months is to place or sell up to 700 signs into a growing network of contacts and anticipated customers throughout the world. This might be achieved from current contracts, contracts
currently being negotiated, and contracts expected to be negotiated upon completion of beta testing. It is expected that 2005 will be a turn-around period for the Company with a projected profit of $300,000 for 2005 and a projected $2
million profit in 2006.

In order to achieve these ambitious objectives, the Company needs approximately $2.1 million in debt/ equity financing over the next six to nine months as follows:

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| | Manufacturing and purchase of signs                     | $ | 1,500,000
| | ------------------------------------------------------- | - | ---------
| |                                                         |   |          
| | Working capital for monthly operating expenses (9 mths) |   | 450,000  
| |                                                         |   |          
| | On-going R&D of scrolling sign technology               |   | 250,000  
| |                                                         |   |          
| | Contingency allowance                                   |   | 100,000  
| |                                                         |   |          
| | Total funding needs                                     | $ | 2,300,000

There can be no assurance the Company will be able to obtain this additional financing. Failure to do so could result in the company being unable to continue its operations.

Additions to Management Team

The Company plans to expand its management team with two key appointments
  scheduled for the second quarter 2005, Director of Sales & Marketing for
  North America and Chief Financial Officer.

Filling these positions will allow existing management to concentrate on strategy, operations, manufacturing and R&D for benefit of the business in general and the shareholders in particular.

f)    Contractual Obligations and Off-Balance Sheet Arrangements

The following table provides a summary of the Company’s contractual obligations at December 31, 2004:

|                                    | 2005    | 2006    | 2007    | 2008  
|----------------------------------- | ------- | ------- | ------- | ------
|Debt repayments                     | $17,306 | $15,961 | $15,287 | $1,997
|Warehouse and office lease payments | $25,400 | $21,145 | Nil     | Nil   
|                                    |         |         |         |       

As of the date of this 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 of such assets.

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g)    Inflation

Management does not believe that inflation has had or will have a material

adverse affect on its operations.

h)    Uncertainties Relating to Forward Looking Statements

This Form 10-KSB Annual Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by their use of words like “plans”,
“expect”, “aim”, “believe”, “projects”, “anticipate”, “intend”, “estimate”, “will”, “should”, “could” and other expressions that
indicate future events and trends. All statements that address expectations or projections about the future, including statements about the Company’s strategy for growth, product development, market position, expenditures and financial results
are forward-looking statements.

All forward-looking statements are made as of the date of filing of this Form 10-KSB and the Company disclaims any duty to update such statements.

The Company may, from time to time, make oral forward-looking statements. The Company strongly advises that the above paragraph and the risk factors described in this annual report and in the Company’s other documents filed with the United
States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of the Company to materially differ from those in the oral forward-looking statements. The Company disclaims any
intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.

ITEM 7             FINANCIAL
  STATEMENTS

The audited Consolidated Financial Statements are included in this Form 10-KSB beginning on page F-1 following the signature page.

ITEM 8            
  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 independent Chartered 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. The Stonefield Josephson, Inc. audit 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.

---

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 Company’s two most recent fiscal years, there have been no disagreements with the Company’s independent accountants on any matter of accounting principle or practices, financial statement disclosure or auditing scope or
procedure. In addition, there were no reportable events as described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred within the Company’s two most recent fiscal years and the subsequent interim periods.

ITEM 8ACONTROLS
  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
  over financial reporting during the fiscal year ended December 31, 2004 that
  have materially affected or are reasonably likely to materially affect, the
  internal controls over financial reporting.

|PART III
|--------

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

The following table contains disclosure concerning the directors, officers and control persons of the Company. There are no persons who have acted as a promoter, controlling person, or significant employee of the Company other than as disclosed
below.

|Name                  | Position                                        | Ages | Date Elected          
|--------------------- | ----------------------------------------------- | ---- | ----------------------
|Christopher  Stringer | President, Chief Financial Officer and Director | 61   | August 2003 to present
|Rick Mari             | Chief Executive Officer, Treasurer and Director | 51   | August 2003 to present

---

Christopher Stringer, President, CFO and Director

Christopher Stringer, age 61. Mr. Stringer is the President, Chief Financial
  Officer, and a Director of the Company and a Director of its wholly-owned Canadian
  subsidiary, ActionView Advertising Systems, Inc. Mr. Stringer has been with
  ActionView Advertising Systems, Inc. for over five (5) years and is one of its
  founders. Prior to that, he was a self-employed franchise management consultant
  and 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.

As President of ActionView International, Chris brings a strong background as a business leader of international companies. He was a founder of Molly Maid International, Inc., which now has 500 franchisees in four countries. Chris also managed the
development of ServiceMaster in Canada. Prior to that he managed the expansion of Loomis Courier Services into the Eastern United States and Canada.

Rick Mari, CEO, Secretary and Director

Rick Mari, age 51. Mr. Mari is the Chief Executive Officer and a Director of the Company and a Director of its wholly-owned Canadian subsidiary ActionView Advertising Systems, Inc. for the last five years.  Prior to that, he was employed by
Productive Electronic Marketing Inc., a company which developed electronic advertising and signage products.

Rick directs the research, development and manufacturing of the ActionView scrolling sign and still-view products. Over the past seven years, he developed the original ActionView 13 scrolling billboard, 4x6 sign, taking advantage of his twenty (20)
years of experience as President and owner of Productive Electronic Marketing Ltd.

Chris Stringer and Rick Mari devote 100% of their time to the business of ActionView.

ITEM 10            EXECUTIVE
  COMPENSATION

The following table sets forth in summary form, the compensation received by the directors and senior officers of the Company for the three years ended December 31 2004, 2003 and 2002. The Company does not have a Compensation Committee.

|Name and  principal  position 
      (a)                                 | Year  (b)                                                    | Annual Compensation                                 | Long-term compensation
|------------------------------------------------------------------------ | ------------------------------------------------------------ | --------------------------------------------------- | ----------------------
|Salary  ($) 
      (c)                                                   | Bonus  ($) 
      (d)                                        | Other  Annual 
      Compen  sation  ($) 
      (e) | Awards                
|Restric  ted  Stock  Awards  ($)  (f)                                    | Securities  Underlying 
      options/  SARs  (#) 
      (g) | LTIP  payouts  ($)  (h)                            
|Chris Stringer- 
        President ,Chief Financial Officer and Director | 2004   2003   2002                                           | 92,196   33,485  
      0                           | 0 0
      0           

---

|Rick  Mari –  Chief  Executive 
      Officer,  Treasurer  and  Director | 2004 2003 2002 | 92,196 25,200 0 | 0
      0
      0 | 0
      0
      0 | 0
      0
      0 | 0
      0
      0 | 0
      0
      0 | 0
      0
      0
|------------------------------------------------------------------------ | -------------- | --------------- | ----------------- | ----------------- | ----------------- | ----------------- | ----------------- | -----------------

|(c) | The dollar value of base salary (cash and non-cash) received. $75,244
      of the 2004 salary for each individual was unpaid as at the year end date                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | The dollar value of bonus (cash and non-cash) received                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(e) | Any other annual compensation not properly categorized as salary or bonus,
      including perquisites and other personal benefits, securities or property                                                                                                                                                                                                                                                                                                                                                                              
|(f) | 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                                                                                                                                                                                                                                                                                                                                                                       
|(g) | The shares of common stock to be received upon the exercise of all stock
      options granted during the periods covered by the Table                                                                                                                                                                                                                                                                                                                                                                                                  
|(h) | 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.

Employee Pension, Profit Sharing or Other Retirement Plans

None

Compensation of Directors and Senior Officers

i) 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.

ii) Other Arrangements.

Stock Option Plans

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 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.

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,
2004.

|Name                 |  | Shares Issuable upon Exercise of Options (1) |  | % of Total Options Granted |  | Exercise 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%                     |  |                          |  |                

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

|Name                 | Shares Acquired on Exercise | Value Realized | Number of Unexercised Options | Value of Unexercised Options In-the- Money December 31, 2004
|-------------------- | --------------------------- | -------------- | ----------------------------- | ------------------------------------------------------------
|                     | (1)                         | (2)            | (3)                           | (4)                                                         
|Christopher Stringer | -                           | -              | 300,000                       | nil                                                         
|Rick Mari            | -                           | -              | 300,000                       | nil                                                         

| | (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, 2004,
      separated between those options that were exercisable and those options
      that were not exercisable.                                                                                       

---

| | (4) | For all unexercised options held as of December 31, 2004, the market
      value of the stock underlying those options as of December 31, 2004.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------

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, 2004. 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  Option Plan | 1,275,000            | $0.50           | 475,000                        

The following sets forth certain information, as of December 31, 2004, 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.

|Name of Plan               | Total Shares Reserved Under Plans | Shares Reserved for Outstanding Options | Shares Issued as Stock Bonus | Remaining  Options/  Shares Under  Plan
|-------------------------- | --------------------------------- | --------------------------------------- | ---------------------------- | ---------------------------------------
|Non-Qualified Stock Option | 1,750,000                         | 1,275,000                               | N/A                          | 475,000                                
|Stock Bonus Plan           | 1,000,000                         | N/A                                     | N/A                          | 1,000,000                              

Retainer Stock Plan

In January of 2005, the Company implemented a Retainer Stock Plan. Under the terms of the Plan, a total of 3,000,000 shares of common stock can be issued to compensate directors, employees and consultants of the Company for services rendered to the
Company.

The terms of the Plan are fully disclosed in the registration statement on form S-8 filed with respect to the Plan, but include the following:

| | – | price and other terms of issuance of shares under the Plan
      are to be determined by the Board of Directors, who administer the Plan
      and who will take into account the market price of the Company’s securities
      at the date of any agreement to issue shares under the Plan.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | – | the shares of common stock issuable under the Plan have the
      same rights and restrictions as all other issued and issuable shares of
      common stock of the Company.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any shares issuable under the Plan, although registered by way of the registration statement, may require a resale prospectus prior to resale by affiliates or others. To date, no shares have been issued under the terms of the Plan.

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
29,569,100 shares of common stock issued (including the 7,492,675 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 April 5, 2005 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 Beneficially Owned | Percentage of Class
|---------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ---------------------------------- | -------------------
|Christopher Stringer   3784 Bayridge
      Ave   West Vancouver, BC   Canada | President, Chief Financial Officer,
      Director, and Greater then 5% Shareholder | 2,683,334(1)                       | 9.13%              
|Rick Mari   4329 West 3rdAve 
       Vancouver, BC                           | Chief Executive Officer, Seretary,
      Director and Greater than 5% shareholder   | 5,156,666(2)                       | 17.55%             
|Directors, Officers and 5% stockholders in total
      (2 Persons)           |                                                                                     | 7,840,000                          | 26.68%             

|1. | Of the 2,683,334 common shares attributed to Christopher Stringer, 399,109
      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 8, 2003 at a price of $0.30 per share. The remaining 2,284,225
      shares are held in trust by the Trustee in the event that Christopher Stringer
      wishes to exchange his 2,284,225 Exchangeable Shares for them. Christopher
      Stringer, not the Trustee, has the right to vote these 2,284,225 shares
      at any meeting of the Company’s shareholders.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Of the 5,156,666 common shares attributed to Rick Mari, 298,216 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 September
      8, 2003 at a price of $0.30 per share. The remaining 4,858,450 shares
      are held in trust by the Trustee in the event that Rick Mari wishes to exchange
      his 4,858,450 Exchangeable Shares for them. Rick Mari, not the Trustee,
      has the right to vote these 4,858,450 shares at any meeting of the Company’s
      shareholders.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 12            CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONS

Shares Issued to Officers and Directors

Pursuant to an agreement stated September 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, 2004.

---

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.

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, 2004 and December 31, 2003, the Company incurred approximately $34,000 and $28,000 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, 2004, 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, 2004, 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)                  
|       |                                                                                                                                            
|14.1   | Code of Business Conduct                                                                                                                   
|       |                                                                                                                                            
|31.1   | Section 302 certification of Chief Executive
      Officer                                                                                 
|       |                                                                                                                                            
|31.2   | Section 302 certification of Chief Financial
      Officer                                                                                 
|       |                                                                                                                                            
|32.1   | Section 906 certification of Chief Executive
      Officer                                                                                 
|       |                                                                                                                                            
|32.2   | Section 906 certification of Chief Financial
      Officer                                                                                 

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: April 13, 2005 By: | /s/  Christopher Stringer                      
|------------------------- | -----------------------------------------------
|                          | Christopher Stringer                           
|                          | President, Chief Financial Officer and Director
|                          |                                                
|                          |                                                
|Dated: April 13, 2005 By: | /s/  Rick Mari                                 
|                          | Rick Mari                                      
|                          | Chief Executive Officer, Secretary and Director

---

ACTIONVIEW INTERNATIONAL, INC.INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                               |                                                                  | PAGE      
|-------------------------------------------------------------- | ---------------------------------------------------------------- | ----------
|                                                               |                                                                  |           
|Index to Consolidated Financial
      Statements               | F-1                                                             
|                                                               |                                                                 
|Reports of Independent
      Registered Public Accounting Firm | F-2 – F-3                                                       
|                                                               |                                                                 
|Consolidated Financial
      Statements                        |                                                                 
|                                                               |                                                                  |           
|                                                               | Balance sheets                                                   | F-4       
|                                                               |                                                                  |           
|                                                               | Statements of operations and comprehensive
      loss            | F-5       
|                                                               |                                                                  |           
|                                                               | Statements of changes in stockholders’
      equity (deficiency) | F-6       
|                                                               |                                                                  |           
|                                                               | Statements of cash flows                                         | F-7       
|                                                               |                                                                  |           
|                                                               | Notes to financial statements                                    | F-8 – F-18

---



ACTIONVIEW INTERNATIONAL, INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CASHFLOWS

NOTES TO THE CONSOLIDATED STATEMENTS

---



|REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|-------------------------------------------------------------

To the Stockholders and Board of Directors of Actionview International,
  Inc.

We have audited the consolidated balance sheets of Actionview
  International, Inc. as at December 31, 2004 and 2003 the consolidated statement
  of operations and deficit, stockholders’ equity and cash flows for the
  years then ended. These 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 the standards of
  the Public Company Accounting Oversight Board (United States). 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, 2004 and 2003 and the results of its operations and its cash flows
  and the changes in stockholders’ equity for the years then ended.

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 realized significant
  losses and further losses are anticipated. At December 31, 2004 the Company
  had a working capital deficiency of $360,661, has incurred losses since
  inception of $4,012,755, and requires additional funds to meet its obligations
  and fund 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. These 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 24, 2005



---

ACTIONVIEW INTERNATIONAL, INC. 
  (A Development Stage Company) 
  CONSOLIDATED BALANCE SHEETS

|                                                              | December 31, |   | December 31, |  
|------------------------------------------------------------- | ------------ | - | ------------ | -
|                                                              | 2004         |   | 2003         |  
|                                                              | $            |   | $            |  
|                                                              |              |   |              |  
|ASSETS                                                        |             
|                                                              |              |   |              |  
|CURRENT ASSETS                                                |              |   |              |  
|Cash                                                          | 32,305       |   | 41,855       |  
|Accounts receivable                                           | 25,734       |   | 87,463       |  
|Inventory                                                     | 139,531      |   | 116,846      |  
|Prepaid expenses and other (Note
      3)                     | 30,279       |   | 302,876      |  
|                                                              |              |   |              |  
|                                                              | 227,849      |   | 549,040      |  
|PROPERTY AND EQUIPMENT,at net book value (Note 4)             | 150,803      |   | 81,771       |  
|INTELLECTUAL PROPERTY RIGHTS,at net book value
      (Note 5) | 1,929,896    |   | 2,152,576    |  
|GOODWILL(Note 6)                                              | 431,572      |   | 431,572      |  
|                                                              |              |   |              |  
|                                                              | 2,740,120    |   | 3,214,959    |  
|                                                              |              |   |              |  
|LIABILITIES                                                   |             
|                                                              |              |   |              |  
|CURRENT LIABILITIES                                           |              |   |              |  
|Bank indebtedness (Note 7)                                    | 83,084       |   | 65,450       |  
|Accounts payable and accrued liabilities                      | 298,137      |   | 136,073      |  
|Deferred revenue                                              | 2,335        |   | 1,645        |  
|Current portion of long-term debt
      (Note 8)              | 17,307       |   | 30,631       |  
|Due to related parties (Note 10)                              | 167,647      |   | 19,932       |  
|Notes payable                                                 | 20,000       |   | 20,000       |  
|                                                              |              |   |              |  
|                                                              | 588,510      |   | 273,731      |  
|LONG-TERM DEBT(Note 8)                                        | 33,234       |   | 46,840       |  
|                                                              |              |   |              |  
|                                                              | 621,744      |   | 320,571      |  
|                                                              |              |   |              |  
|CONTINGENCIES AND COMMITMENTS(Notes 1, 7 and 11)              |              |   |              |  
|                                                              |              |   |              |  
|STOCKHOLDERS' EQUITY                                          |             
|                                                              |              |   |              |  
|COMMON STOCK(Note 9)                                          |              |   |              |  
|$0.001 par value; 75,000,000 shares authorized                |              |   |              |  
|21,316,515 issued and outstanding (2003 - 16,300,015)         | 21,316       |   | 16,300       |  
|EXCHANGEABLE SHARES(Note 9)                                   | 2,421,803    |   | 2,421,803    |  
|ADDITIONAL PAID IN CAPITAL                                    | 3,559,812    |   | 2,952,628    |  
|OBLIGATION TO ISSUE SHARES                                    | 52,000       |   | -            |  
|COMMON STOCK PURCHASE WARRANTS(Note 9)                        | 76,200       |   | 56,700       |  
|DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE                  | (4,012,755   | ) | (2,553,043   | )
|                                                              |              |   |              |  
|                                                              | 2,118,376    |   | 2,894,388    |  
|                                                              |              |   |              |  
|                                                              | 2,740,120    |   | 3,214,959    |  
|SUBSEQUENT EVENTS(Note 14)                                    |              |   |              |  

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

---

ACTIONVIEW INTERNATIONAL, INC. 
  (A Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

|                                                   |                                  |   |                    |   | Cumulative        |  
|-------------------------------------------------- | -------------------------------- | - | ------------------ | - | ----------------- | -
|                                                   |                                  |   |                    |   | From Inception    |  
|                                                   | For the Years Ended December 31, |   | (April 2, 1989) to |  
|                                                   | 2004                             |   | 2003               |   | December 31, 2004 |  
|                                                   | $                                |   | $                  |   | $                 |  
|                                                   |                                  |   |                    |   |                   |  
|                                                   |                                  |   |                    |   |                   |  
|SALES                                              | 130,866                          |   | 40,790             |   | 171,656           |  
|COST OF SALES                                      | 65,206                           |   | 18,100             |   | 83,306            |  
|                                                   |                                  |   |                    |   |                   |  
|                                                   | 65,660                           |   | 22,690             |   | 88,350            |  
|                                                   |                                  |   |                    |   |                   |  
|OPERATING EXPENSES                                 |                                  |   |                    |   |                   |  
|Consulting fees 
                     -
      cash | 185,000                          |   | 91,400             |   | 331,900           |  
|-
      stock based                                | 30,200                           |   | 326,100            |   | 356,300           |  
|Research & Development                             | 151,362                          |   | 2,626              |   | 151,362           |  
|Depreciation and
      amortization                | 269,588                          |   | 80,861             |   | 350,449           |  
|Marketing                                          | 79,542                           |   | 36,237             |   | 115,779           |  
|Investor relations                                 | 367,287                          |   | 53,567             |   | 420,854           |  
|Professional fees                                  | 80,223                           |   | 95,660             |   | 221,625           |  
|Salaries and                                       |                                  |   |                    |   |                   |  
|management fees             
      - cash          | 187,434                          |   | 77,471             |   | 264,905           |  
|-
      stock based                                | -                                |   | 120,000            |   | 120,000           |  
|Office and general
      administrative            | 174,736                          |   | 100,182            |   | 1,767,931         |  
|                                                   | 1,525,372                        |   | 984,104            |   | 4,101,105         |  
|                                                   |                                  |   |                    |   |                   |  
|NET LOSS FOR THE YEAR                              | (1,459,712                       | ) | (961,414           | ) | (4,012,755        | )
|                                                   |                                  |   |                    |   |                   |  
|DEFICIT, BEGINNING OF YEAR                         | (2,553,043                       | ) | (1,591,629         | ) |                   |  
|                                                   |                                  |   |                    |   |                   |  
|DEFICIT, END OF YEAR                               | (4,012,755                       | ) | (2,553,043         | ) | (4,012,755        | )
|                                                   |                                  |   |                    |   |                   |  
|BASIC NET LOSS PER SHARE                           | (0.07                            | ) | (0.13              | ) |                   |  
|                                                   |                                  |   |                    |   |                   |  
|WEIGHTED AVERAGE COMMON                            |                                  |   |                    |   |                   |  
|SHARES OUTSTANDING                                 | 19,802,542                       |   | 7,665,091          |   |                   |  

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

---

ACTIONVIEW INTERNATIONAL, INC. 
  (A Development Stage Company)CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   | Common   |   |   |             |   |   |                  |  
|------------------------------------------------------------------ | ------------- |  | ------------------- | ------ |  | ---------- | - | - | ---------- | - | - | --------- | - | - | -------- |  | - | -------- | - | - | ----------- | - | - | ---------------- | -
|                                                                   | Common Shares |  | Exchangeable Shares |        |  | Additional |   |   | Obligation |   |   | Stock     |   |   |          |  |   | Total    |  
|                                                                   | Number of     |  |                     |        |  | Number of  |   |   |            |   |   | Paid-in   |   |   | to Issue |  |   | Purchase |   |   | Accumulated |   |   | Stockholders'    |  
|                                                                   | Shares        |  |                     | Amount |  | Shares     |   |   | Amount     |   |   | Capital   |   |   | Shares   |  |   | Warrants |   |   | Deficit     |   |   | Equity/(Deficit) |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|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          |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Units issued on settlement of convertible notes at $0.25           |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|$0.25 per share                                                    | 352,000       |  |                     | 352    |  | -          |   |   | -          |   |   | 78,848    |   |   | -        |  |   | 8,800    |   |   | -           |   |   | 88,000           |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Units issued on settlement of convertible notes at $0.40           |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|per share                                                          | 250,000       |  |                     | 250    |  | -          |   |   | -          |   |   | 89,750    |   |   |          |  |   | 10,000   |   |   | -           |   |   | 100,000          |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|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 accrued interest on convertible     |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|notes at $0.31 per share                                           | 16,110        |  |                     | 16     |  | -          |   |   | -          |   |   | 5,006     |   |   | -        |  |   | -        |   |   | -           |   |   | 5,022            |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Shares issued in settlement of directors' advances at $0.30        |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|per share                                                          | 327,325       |  |                     | 327    |  | -          |   |   | -          |   |   | 97,870    |   |   | -        |  |   | -        |   |   | -           |   |   | 98,197           |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Shares issued on settlement of debt at $0.50 per share             | 774,446       |  |                     | 775    |  | -          |   |   | -          |   |   | 386,449   |   |   | -        |  |   | -        |   |   | -           |   |   | 387,224          |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Units issued for cash under regulation S 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           |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|in settlement of accounts payable                                  | 250,000       |  |                     | 250    |  | -          |   |   | -          |   |   | 84,750    |   |   |          |  |   | (10,000  | ) |   | -           |   |   | 75,000           |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|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        |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Stock options granted                                              |               |  |                     |        |  |            |   |   |            |   |   | 30,200    |   |   | -        |  |   |          |   |   |             |   |   | 30,200           |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Exercise of warrants on a cashless basis at $0.001 per
      share | 1,741,500     |  |                     | 1,741  |  | -          |   |   | -          |   |   | (1,741    | ) |   | -        |  |   | -        |   |   | -           |   |   | -                |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Units issued for cash under regulation S at $0.50 per
      unit   | 250,000       |  |                     | 250    |  | -          |   |   | -          |   |   | 112,250   |   |   | -        |  |   | 12,500   |   |   | -           |   |   | 125,000          |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Units issued for cash under regulation S at $0.40 per
      unit   | 175,000       |  |                     | 175    |  | -          |   |   | -          |   |   | 62,825    |   |   | -        |  |   | 7,000    |   |   | -           |   |   | 70,000           |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Private placement of shares issued under Reg D, Rule               |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   | -           |   |   |                  |  
|506 for cash at $0.20 per share net of share issue costs           | 2,500,000     |  |                     | 2,500  |  | -          |   |   | -          |   |   | 388,000   |   |   | 50,000   |  |   | -        |   |   |             |   |   | 440,500          |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Exercise of warrants on a cashless basis at $0.001 per
      share | 250,000       |  |                     | 250    |  | -          |   |   | -          |   |   | (250      | ) |   | -        |  |   | -        |   |   | -           |   |   | -                |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Private placement of shares issued under Reg D, Rule               |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|506 for cash at $0.20 per share net of share issue costs           | 100,000       |  |                     | 100    |  | -          |   |   | -          |   |   | 15,900    |   |   | 2,000    |  |   | -        |   |   | -           |   |   | 18,000           |  
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Net loss for year ended December 31, 2004                          | -             |  |                     | -      |  | -          |   |   | -          |   |   | -         |   |   | -        |  |   | -        |   |   | (1,459,712  | ) |   | (1,459,712       | )
|                                                                   |               |  |                     |        |  |            |   |   |            |   |   |           |   |   |          |  |   |          |   |   |             |   |   |                  |  
|Balance December 31, 2004                                          | 21,316,515    |  | $                   | 21,316 |  | 8,072,675  |   | $ | 2,421,803  |   | $ | 3,559,812 |   | $ | 52,000   |  | $ | 76,200   |   | $ | (4,012,755  | ) | $ | 2,118,376        |  

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

---

ACTIONVIEW INTERNATIONAL, INC. 
  (A Development Stage Company) 
  CONSOLIDATED STATEMENTS OF CASHFLOWS

|                                                                                   |                     |   |                    |   | Cumulative     |  
|---------------------------------------------------------------------------------- | ------------------- | - | ------------------ | - | -------------- | -
|                                                                                   |                     |   |                    |   | From Inception |  
|                                                                                   | For the Years Ended |   | (April 2, 1989) to |  
|                                                                                   | December 31,        |   | December 31,       |  
|                                                                                   | 2004                |   | 2003               |   | 2004           |  
|                                                                                   | $                   |   | $                  |   | $              |  
|CASH FLOW FROM (USED IN ) OPERATING ACTIVITIES                                     |                     |   |                    |   |                |  
|Net loss for the year                                                              | (1,459,712          | ) | (961,414           | ) | (4,012,755     | )
|Adjustments to reconcile net loss
      to net cash (used in) operating activities |                     |   |                    |   |                |  
|Depreciation
      and amortization                                                | 269,588             |   | 80,861             |   | 351,632        |  
|Finance expense
      on beneficial conversion features                            | -                   |   | 8,134              |   | 363,134        |  
|Bad debt                                                                           | -                   |   | -                  |   | 340,000        |  
|Common stock
      issued for services                                             | -                   |   | 63,375             |   | 174,375        |  
|Warrants issued
      for services                                                 | -                   |   | -                  |   | 98,713         |  
|Stock based
      consulting fees                                                  | 30,200              |   | 326,100            |   | 356,300        |  
|Stock based
      salaries and management fees                                     | -                   |   | 120,000            |   | 120,000        |  
|                                                                                   | 299,788             |   | 598,470            |   | 1,804,154      |  
|Changes in non-cash working capital                                                |                     |   |                    |   |                |  
|Accounts receivable                                                                | 61,729              |   | (16,123            | ) | 45,606         |  
|Inventory                                                                          | (22,685             | ) | (88,202            | ) | (110,887       | )
|Prepaid expenses
      and other assets                                            | 272,597             |   | (274,402           | ) | 9,224          |  
|Accounts payable                                                                   | 162,064             |   | 191,604            |   | 820,851        |  
|Deferred revenue                                                                   | 690                 |   | (1,167             | ) | (477           | )
|                                                                                   | 474,395             |   | (188,290           | ) | 764,317        |  
|                                                                                   |                     |   |                    |   |                |  
|NET CASH USED IN OPERATING ACTIVITIES                                              | (685,529            | ) | (551,234           | ) | (1,444,284     | )
|                                                                                   |                     |   |                    |   |                |  
|CASH FLOW FROM (USED IN ) INVESTING ACTIVITIES                                     |                     |   |                    |   |                |  
|Purchase of property and equipment                                                 | (115,940            | ) | (53,997            | ) | (169,937       | )
|Net cash acquired on acquisition of ActionView                                     | -                   |   | (53,439            | ) | (53,439        | )
|Cash acquired on reorganization of the
      Company                               | -                   |   | -                  |   | 23,540         |  
|                                                                                   |                     |   |                    |   |                |  
|NET CASH USED IN INVESTING ACTIVITIES                                              | (115,940            | ) | (107,436           | ) | (199,836       | )
|                                                                                   |                     |   |                    |   |                |  
|CASH FLOW FROM (USED IN ) FINANCING ACTIVITIES                                     |                     |   |                    |   |                |  
|Additional capital contributed                                                     | -                   |   | -                  |   | 82,488         |  
|Issuance of common stock for cash                                                  | 653,500             |   | 479,000            |   | 1,219,000      |  
|Payment of advance receivable                                                      | -                   |   | -                  |   | (340,000       | )
|Proceeds from convertible notes payable                                            | -                   |   | 188,000            |   | 543,000        |  
|Long term debt repayments, net of advances                                         | (26,930             | ) | (4,657             | ) | (31,587        | )
|Increase in bank indebtedness                                                      | 17,634              |   | 25,782             |   | 43,416         |  
|Advances from related parties and shareholder                                      | 147,715             |   | 12,393             |   | 160,108        |  
|                                                                                   |                     |   |                    |   |                |  
|NET CASH FROM FINANCING ACTIVITIES                                                 | 791,919             |   | 700,518            |   | 1,676,425      |  
|                                                                                   |                     |   |                    |   |                |  
|(DECREASE) INCREASE IN CASH                                                        | (9,550              | ) | 41,848             |   | 32,305         |  
|                                                                                   |                     |   |                    |   |                |  
|CASH, BEGINNING OF YEAR                                                            | 41,855              |   | 7                  |   | -              |  
|                                                                                   |                     |   |                    |   |                |  
|CASH, END OF YEAR                                                                  | 32,305              |   | 41,855             |   | 32,305         |  

Supplemental disclosure with respect to cash flows(Note 13)

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

---

ACTIONVIEW INTERNATIONAL, INC. 
  (A Development Stage Company) 
  NOTES TO THE CONSOLIDATED STATEMENTSDecember 31, 2004

|(1) | NATURE OF BUSINESS 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | Following a number of name changes since incorporation,
        the Company changed its name again to ActionView International, Inc. on
        August 20, 2003. This was done to better reflect its new business operations
        during the process of acquiring 100% of ActionView Advertising Systems,
        Inc. and related technology rights through its wholly owned subsidiary
        company, 6126421 Canada Ltd. This acquisition was closed in September
        2003 (See Notes 5 and 6).                                                                                                                                                                                                                                                                
|   
|    | The Company currently engages in the manufacturing,
        assembly and marketing of programmable scrolling backlit billboard poster
        signs used in point-of-sale and outdoor advertising locations. The Company’s
        business model has two basic revenue streams: (i) ad revenues from company
        owned signs placed in high traffic locations by Ad Agencies with whom
        the Company shares the revenue; and (ii) sale of signs to franchise operators
        along with on-going royalty revenue from advertising on the signs in local
        market areas.                                                                                                                                                                                 
|   
|    | In connection with its ad revenue business from
        Company-owned signs, the Company completed the incorporation of ActionView
        Far East Limited in early 2004 for the purpose of representing the Company
        and marketing its scrolling sign products in both China and Hong Kong.
        (Refer to note 11).                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | The Company is currently considered a Development
        Stage Enterprise, under the guidelines of Statement of Financial Accounting
        Standards (“SFAS”) No. 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    | Going concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | These consolidated financial statements have been
        prepared in accordance with United States generally accepted accounting
        principles, on a going concern basis, which contemplates the realization
        of assets and the satisfaction of liabilities and commitments in the normal
        course of business. The Company has a working capital deficit of $360,661,
        has incurred losses since inception of $4,012,755, and further losses
        are anticipated in the development of its business and there can be no
        assurance that the Company will be able to achieve or maintain profitability.
        Accordingly, these factors raise substantial doubt as to the Company’s
        ability to continue as a going concern.
|   
|    | 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 asset carrying amounts or the amount and classification
        of liabilities that might result from the outcome of this uncertainty.
      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.
      The Company is planning additional ongoing equity and/or
        debt financing by way of private placements and/or commercial loan agreements
        to fund its obligations and operations.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|(2) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (a)      Consolidated Financial Statements:
      These consolidated financial statements include the accounts of the
        Company, a Nevada Corporation, and its 100% interest in 6126421 Canada
        Ltd. (a wholly-owned Canadian subsidiary incorporated August 11, 2003)
        (“612 Canada“). 612 Canada also owns 100% of the issued and
        outstanding shares of ActionView Advertising Systems, Inc. (“ActionView”),
        a British Columbia corporation acquired effective September 9, 2003. (refer
        to Note 6).
      **(b)      Cash and Cash Equivalents**
      Cash equivalents usually consist of highly liquid investments that are
        readily convertible into cash with maturity of three months or less when
        purchased. As at December 31, 2004, the cash and cash equivalents consist
        of bank deposits.
      (c)      Inventory
      Inventory consists of programmable scrolling backlit billboard poster
        signs held for sale and are valued at the lower of cost or net realizable
        values. Cost is determined on "the first-in, first-out basis."
      (d)      Property and equipment
      Property and equipment is recorded at cost. Depreciation is computed
        using the following methods and rates to depreciate the cost of the property
        and equipment less their residual values over their estimated useful lives.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Rental Signs:           | 5 years | 
| | ----------------------- | ------- | 
| | Leasehold Improvements: | 3 years | 
| | Furniture and fixtures: | 4 years | 

| | Property and equipment are reviewed annually for impairment
        and whenever circumstances indicate that their carrying amount is not
        recoverable and exceeds their fair value. The carrying amount of property
        and equipment is determined to be non-recoverable if it exceeds the sum
        of the undiscounted cash flows expected to result from its use and eventual
        disposal.
      The cost of rental 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.
      (e) 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 disposal costs.
      (f)      Goodwill and 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 are not amortized but are tested for impairment
        at least annually. Intangible assets with a definite life will be amortized
        over that expected life and will also be tested for impairment at least
        annually and whenever events or circumstances indicate a revision to the
        remaining period of amortization is warranted. The Company’s intellectual
        property is being amortized on a straight line basis 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.
      Although management has determined that there has been
        no impairment of intellectual property rights and goodwill at December
        31, 2004 the recoverability of these intangible assets is also dependent
        on the Company’s ability to continue operating as a going concern
        as described in Note 1.
      (g)     Foreign currency
        transactions
      The functional currency of the Company is U.S. dollars.
        In accordance with Statement of Financial Accounting Standards No. 52,
        “Foreign Currency Translation”, 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 re-measurement gain or loss incurred
        is reported in the consolidated income statement.
      (h)      Revenue Recognition
      ActionView generates its revenue primarily from three
        sources:
      i) rental revenue - Company-owned signs are placed by
        independent ad agencies, who sell the advertising, in point-of-sale and
        high traffic out-of-home advertising locations. This revenue is shared
        with the ad agencies and the sign location landlords and is recognized
        over the period the advertising is provided.
      ii) franchise revenue – franchise fees, fees on
        sign sales generated by franchisees, and royalty fees on advertising revenues
        generated by franchisees. Non-refundable franchise fees are earned for
        arranging the franchise agreements and providing initial training services
        and related materials.
      iii) sales revenue - custom manufactured signs are sold
        with revenue being recognized when the signs are delivered.
      Revenue from all sources is recognized when the amount
        is fixed or determinable, delivery has occurred or initial services have
        been performed, and collection is reasonably assured.
      Any amounts received in advance of the goods being delivered
        or services being performed are recorded as deferred revenue.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | (i)      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.
      For future tax assets, the full amount of the potential
        future benefit is recorded. A valuation allowance is then used to adjust
        for the probability of realization.
      (j)      Financial Instruments
      In accordance with the requirements of SFAS No. 107,
        the Company has determined the estimated fair value of financial instruments
        using available market information and appropriate valuation methodologies.
        The fair value of financial instruments classified as current assets or
        liabilities including cash, prepaid expense, loans and accounts payable
        and due to related parties approximate carrying value due to the immediate
        or short-term maturity of these financial instruments.
      Fair values of long-term debt are based on market prices
        where available. When quoted market prices are not available, fair values
        are estimated using discounted cash flow analysis, based on the Company's
        current incremental borrowing rates for similar types of borrowing arrangements.
      (k)      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 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 these estimates.
      (l) 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. This amount is recorded when the
        options first become exercisable. 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 loss and net loss per share as if the Company had accounted for
        its stock-based employee compensation using the fair value provisions
        of SFAS No. 123 using the assumptions described in Note 9 under Stock
        Option Plan:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |                                    |             | December 31, | December 31,
| |  | ---------------------------------- | ----------- | ------------ | ------------
| |  |                                    |             | 2004         | 2003        
| |  |                                    |             |              |             
| |  |                                    |             |              |             
| |  | Net loss for the year              | As reported | $(1,459,712) | $(961,414)  
| |  | SFAS 123 compensation expense      | Pro-forma   | -            | (266,500)   
| |  |                                    |             |              |             
| |  | Net loss for the year              | Pro-forma   | $(1,459,712) | $(1,227,914)
| |  |                                    |             |              |             
| |  | Pro-forma basic net loss per share | Pro-forma   | $(0.07)      | $(0.16)     

| | 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.
      (m)      Loss Per Share
      The computation of basic loss per share is computed
        by dividing net loss available to common stockholders by the weighted
        average number of outstanding common shares during the period, excluding
        the exchangeable shares as described in note 6, which have not yet been
        exchanged into common stock of the Company. Diluted loss per share gives
        effect to all dilutive potential common shares outstanding during the
        period. The computation of diluted loss per share does not assume conversion,
        exercise or contingent exercise of securities that would have an anti-dilutive
        effect on net loss. As of December 31, 2004, the Company had approximately
        16,537,675 potentially dilutive securities in the form of exchangeable
        shares, share purchase warrants and stock options. (December 31, 2003
        18,607,675 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.
      (n)      Recent accounting
        pronouncements
      In March 2004, the Financial Accounting Standards Board
        ("FASB") issued EITF No. 03-1, The Meaning of Other-Than-Temporary Impairment
        and Its Application to Certain Investments ("EITF 03-1"). The objective
        of EITF 03-1 is to provide guidance for identifying impaired investments.
        EITD 03-1 also provides new disclosure requirements for investments that
        are deemed to be temporarily impaired. In October 2004, the FASB delayed
        the recognition and measurement provisions of EITF 03-1 until implementation
        guidance is issued. The disclosure requirements are effective for annual
        periods ending after June 15, 2004, and remain in effect. Management believes
        that the adoption of EITF 03-1 will not have a material impact on the
        Company’s financial condition or results of operations.
      In November 2004, the FASB issued SFAS No. 151, Inventory
        Costs (“SFAS 151”). SFAS 151 requires issuers to treat idle
        facility expense, freight, handling costs, and wasted material (spoilage)
        as current-period charges regardless of whether such charges are considered
        abnormal. In addition, SFAS 151 requires the allocation of fixed production
        overheads to the costs of conversion be based on the normal capacity of
        the production facilities. SFAS 151 will be effective for all inventory
        costs incurred in fiscal years beginning after June 15, 2005. Management
        believes the adoption of this standard will not have a material impact
        on the Company's financial position or results of operations.
      In December 2004, the FASB issued SFAS No. 123 (Revised
        2004), Share-Based Payment ("SFAS 123(R)"), which requires the compensation
        cost related to share-based payments, such as stock options and employee
        stock purchase plans, be recognized in the financial statements based
        on the grant-date fair value of the award. SFAS 123(R) is effective for
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|    | all interim periods beginning after December 15, 2005.
        Management is currently evaluating the impact of this standard on the
        Company’s financial condition and results of operations. See Note
        2 re stock-based compensation for information related to the pro forma
        effects on the Company’s reported net loss and net loss per share
        of applying the fair value recognition provisions of the previous SFAS
        No. 123, Accounting for Stock-Based Compensation, to stock-based employee
        compensation.
      In December 2004, the FASB issued SFAS No. 153, Exchanges
        of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting
        for Non-monetary Transactions (“SFAS 153”) SFAS 153 requires
        that exchanges of non-monetary assets are to be measured based on fair
        value and eliminates the exception for exchanges of non-monetary, similar
        productive assets, and adds an exemption for non-monetary exchanges that
        do not have commercial substance. SFAS 153 will be effective for fiscal
        periods beginning after June 15, 2005. Management believes the adoption
        of this standard will not have a material impact on the Company’s
        financial condition or results of operations.
      (o)      Comparative figures
      Certain of the comparative figures have been reclassified
        to conform to the current year’s presentation.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(3) | PREPAID EXPENSES
      Prepaid investor relations cost of $270,000 that
        was included in prepaid expense at December 31, 2003 was expensed in 2004
        as part of an arm’s length investor relations program conducted
        in the first quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

|(4) | FIXED ASSETS
|--- | ------------

| |                                | December      |   | December       |  
| | ------------------------------ | ------------- | - | -------------- | -
| |                                | 31, 2004      |   | 31, 2003       |  
| | Rental signs                   | $     256,973 |   | $     141,031  |  
| | Furniture and fixtures         | 4,174         |   | 4,174          |  
| | Leasehold improvements         | 10,785        |   | 10,785         |  
| |                                |               |   |                |  
| |                                | 271,932       |   | 155,990        |  
| | Less: accumulated depreciation | (121,129      | ) | (74,219        | )
| |                                |               |   |                |  
| | Net book value                 | $     150,803 |   | $       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 7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(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.
      612 Canada issued 7,422,675 Exchangeable Shares to the
        principals of ActionView in exchange for the intellectual property rights
        described above. The Exchangeable Shares can be exchanged into shares
        of the Company on a one-for-one basis at the option of the exchangeable
        shareholder. The exchangeable shares were issued at a fair value of $0.30
        per share with a total acquisition price of $2,226,803.
      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, 2004 and 2003, the book value is shown below and the
        Company has determined that no impairment of intellectual property rights
        has occurred.

| |                                | December        |   | December        |  
| | ------------------------------ | --------------- | - | --------------- | -
| |                                | 31, 2004        |   | 31, 2003        |  
| |                                |                 |   |                 |  
| | Intellectual property          | $     2,226,803 |   | $     2,226,80  |  
| |                                |                 |   |                 |  
| | Less: accumulated amortization | (296,907        | ) | (74,227         | )
| |                                |                 |   |                 |  
| | Net book value                 | $     1,929,896 |   | $     2,152,576 |  

|(6) | ACQUISITION OF ACTIONVIEW 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, ActionView, the ActionView shareholders and the two principals
        of
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | ActionView, 100% of the issued and outstanding common
        shares of ActionView 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 ActionView in exchange
        for intellectual property rights held by the principals relating to the
        development of ActionView’s products.
      Concurrent with the acquisition of ActionView the Company
        issued 327,325 shares of common stock on settlement of a total of $98,197
        owing to the two principals of ActionView 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 the common stock of the Company
        on the basis of one common share for one exchangeable share. 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.
      On September 9, 2003, the acquisition of ActionView
        was 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, 2004, management has
        determined that no impairment of goodwill has occurred.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|    | The consolidated results of operations of the Company
        include the results of operations of ActionView from the date of acquisition
        on September 9, 2003.                                                                                                                                                                                                                                                                                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(7) | BANK INDEBTEDNESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | As of December 31, 2004 the Company has fully utilized
        its operating line of credit to a maximum of $83,084 (Cdn $100,000),
        payable on demand and bearing interest at Royal Bank of Canada prime rate
        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 all the assets of ActionView and are guaranteed by the
        Company’s two directors.
|   
|(8) | LONG TERM DEBT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | Security over the following debt is described in
        Note 7 above.                                                                                                                                                                                                                                                                                                                                                                                                                           

---

| |                                                                                                                                                                                                                                                                                                 |  |   | December 31, |   |   | December 31, |  
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------------ | - | - | ------------ | -
| |                                                                                                                                                                                                                                                                                                 |  |   | 2004         |   |   | 2003         |  
| | (i) Term loan with the Royal Bank, bearing
        interest at Royal Bank prime plus 2.25% per annum with monthly principal
        payments of $1,425 (Cdn $1,715) plus interest.                                                                                                              |  | $ | 1,355        |   | $ | 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
        by November 23, 2007 via monthly payments of $664 (Cdn $800) commencing
        October 2002. |  |   | 25,921       |   |   | 28,952       |  
| |                                                                                                                                                                                                                                                                                                 |  |   |              |   |   |              |  
| | (ii) BDC loan, bearing interest at BDC
        prime plus 4% per annum with monthly principal payments of $664 (Cdn
        $800) plus interest and due March 23, 2008.                                                                                                                         |  |   | 23,265       |   |   | 31,416       |  
| |                                                                                                                                                                                                                                                                                                 |  |   |              |   |   |              |  
| |                                                                                                                                                                                                                                                                                                 |  |   | 50,541       |   |   | 77,471       |  
| |                                                                                                                                                                                                                                                                                                 |  |   |              |   |   |              |  
| | Less: current portion of loans                                                                                                                                                                                                                                                                  |  |   | (17,307      | ) |   | (30,631      | )
| |                                                                                                                                                                                                                                                                                                 |  |   |              |   |   |              |  
| | Long term portion of loans                                                                                                                                                                                                                                                                      |  | $ | 33,234       |   | $ | 46,840       |  

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

| | Year ending | December 31, 2005 | 17,306      | 
| | ----------- | ----------------- | ----------- | 
| |             | December 31,006   | 15,951      | 
| |             | December 31, 2007 | 15,287      | 
| |             | December 31, 2008 | 1,997       | 
| |             |                   | $    50,541 | 

|(9) | 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.
      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.
      On 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. The Company also issued a total of 1,348,570
        shares in settlement of accrued interest on convertible notes payable.
        The fair value of the warrants was estimated to be $18,800 and has
        been recorded as a separate component of stockholders’ equity. Of
        the units issued, 250,000 warrants were exercised at a value of $75,000
        which was offset against accounts payable.
      In September 2003 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 $98,197 owing to the two
        principals of Action View.
      In September 2003, as described in Notes 5 and 6, 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | On November 1, 2003 the Company issued 774,446 shares
        of common stock in settlement of a total of $387,224 owing to two
        directors of the Company and to a company controlled by a director of
        the Company.
      During the fourth quarter of 2003, the 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.
      In this connection, the Company issued a total of 958,000
        of the OM Units in the fourth quarter of 2003 with the warrants expiring
        by December 30, 2006. The fair value of the warrants was estimated to
        be $47,900 and has been recorded as a separate component of stockholders’
        equity.
      During the fourth quarter of 2003, the Company issued
        250,000 common shares on exercise of 250,000 share purchase warrants at
        $0.10 per warrant in settlement of $75,000 of accounts payable.
      During the fourth quarter of 2003, 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.
      On January 16, 2004, the Company issued 1,741,500 common
        shares in settlement of the exercise of 1,935,000 share purchase warrants
        at $0.10 per warrant on a “cashless basis”.
      During the first quarter of 2004, the Company issued
        a total of 250,000 of the OM Units offered in the fourth quarter of 2003
        for proceeds of $125,000, comprised of one restricted common share
        at $0.50 and one non-transferable share purchase warrant at $0.55,
        under Regulation S. The warrants have a term of three years and will expire
        by February 20, 2007. The fair value of the warrants was estimated to
        be $12,500 and has been recorded as a separate component of stockholders’
        equity.
      In March 2004, the Company issued a total of 175,000
        of the OM units offered in the fourth quarter 2003 for proceeds of $70,000,
        comprised of one restricted common share at $0.40 and one non-transferable
        share purchase warrant at $0.45, under Regulation S. The warrants
        have a term of three years and will expire by March 9, 2007. The fair
        value of the warrants was estimated to be $7,000 and has been recorded
        as a separate component of stockholders’ equity.
      On March 31, 2004, the Company entered into a Private
        Placement Subscription Escrow Agreement (“PPSEA”) whereby
        it agreed to offer through a private placement agent not less than 500,000
        and not more than 10,000,000 shares of the Company’s common stock
        at $0.20 per share, under Rule 506 of Regulation D. In return for
        arranging the financing, the Company has agreed to pay an agent’s
        fee of: (i) $10,000 cash upon signing the agreement; (ii) 10% of the
        gross proceeds from the sale of the shares in cash; and (iii) 10% of the
        common stock sold to investors.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | During June 2004, the Company issued 2,500,000 shares
        under the PPSEA at $0.20 per share for proceeds of $440,500 net
        of share issue costs and fees of $59,500. As of June 30, 2004, the
        Company also recorded an obligation to issue 250,000 shares to the agent
        as described in (iii) above at a fair value of $50,000.
      On April 15, 2004, the Company issued 250,000 common
        shares in settlement of the exercise of 310,000 share purchase warrants
        at $0.10 per warrant on a “cashless basis”.
      On July 1, 2004, the Company issued 100,000 shares under
        the PPSEA at $0.20 per share for proceeds of $18,000, net of share
        issue costs of $2,000. The Company recorded an obligation to issue
        10,000 shares to the agent as described in (iii) above with a fair value
        of $2,000.
      STOCK OPTION PLAN
      On 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.
      On September 18, 2003 and 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.
      During 2003, 800,000 of these options 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).
      During 2003, 675,000 options 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 were recorded at a fair value of $30,200
        when the options became exercisable on 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%.
      A summary of the Company’s outstanding incentive
        stock options to directors, employees and consultants as of December 31,
        2003 and 2004 and changes during the years is presented below:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |                             | 2004      |  | 2003    
| | --------------------------- | --------- |  | --------
| |                             |           |  | Exercise
| |                             | Shares    |  | Price   
| |                             |           |  |         
| | Balance, beginning of year  | 1,525,000 |  | $ 0.50  
| |                             |           |  |         
| | Granted                     | -         |  | -       
| |                             |           |  |         
| | Exercised/expired/cancelled | 250,000   |  | -       
| |                             |           |  |         
| | Balance, end of year        | 1,275,000 |  | $ 0.50  

| | The weighted average exercise price and remaining life
        of the stock options is $0.50 and 0.75 years respectively.
      STOCK PURCHASE 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.
      A summary of the Company’s warrants as of December
        31, 2003 and 2004 and changes during the year ended is presented below:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| |               |          | Number of |         |             |         | Number of
| | ------------- | -------- | --------- | ------- | ----------- | ------- | ---------
| |               |          | Shares    |         |             |         | Shares   
| |               |          | Issuable  |         |             |         | Issuable 
| | Expiry        | Exercise | at        |         |             |         | at       
| | Date          | Price    | Dec. 31,  |         |             |         | Dec. 31, 
| |               | $        | 2003      | Issued  | Exercised   | Expired | 2004     
| | Aug 21, 2005  | 0.10     | 2,000,000 | -       | (810,000)   | -       | 1,190,000
| |               |          |           |         |             |         |          
| | Aug 21, 2005  | 0.10     | 1,000,000 | -       | (1,000,000) | -       | -        
| |               |          |           |         |             |         |          
| | Aug 22, 2005  | 0.10     | 1,400,000 | -       | -           | -       | 1,400,000
| |               |          |           |         |             |         |          
| | Sept 15, 2005 | 0.10     | 400,000   | -       | (435,000)   | -       | 400,000  
| |               |          |           |         |             |         |          
| | Sept 22, 2005 | 0.10     | 750,000   | -       | -           | -       | 750,000  
| |               |          |           |         |             |         |          
| | Oct 3, 2005   | 0.10     | 400,000   | -       | -           | -       | 400,000  
| |               |          |           |         |             |         |          
| | Oct 27, 2005  | 0.10     | 750,000   | -       | -           | -       | 315,000  
| |               |          |           |         |             |         |          
| | Mar 25, 2005  | 0.05     | 1,000,000 | -       | -           | -       | 1,000,000
| |               |          |           |         |             |         |          
| | Oct 10, 2006  | 0.55     | 30,000    | -       | -           | -       | 30,000   
| |               |          |           |         |             |         |          
| | Oct 15, 2006  | 0.55     | 70,000    | 150,000 | -           | -       | 70,000   
| |               |          |           |         |             |         |          
| | Oct 28, 2006  | 0.55     | 120,000   | 50,000  | -           | -       | 120,000  
| |               |          |           |         |             |         |          
| | Nov 4, 2006   | 0.55     | 50,000    | 50,000  | -           | -       | 50,000   
| |               |          |           |         |             |         |          
| | Nov 26, 2006  | 0.55     | 108,000   | 175,000 | -           | -       | 108,000  
| |               |          |           |         |             |         |          
| | Dec 8, 2006   | 0.55     | 540,000   | -       | -           | -       | 540,000  
| |               |          |           |         |             |         |          
| | Dec 31, 2006  | 0.55     | 40,000    | -       | -           | -       | 40,000   
| |               |          |           |         |             |         |          
| | July 25, 2006 | 0.30     | 102,000   | -       | -           | -       | 102,000  
| |               |          |           |         |             |         |          
| | Sept 2, 2006  | 0.45     | 250,000   | -       | -           | -       | 250,000  
| |               |          |           |         |             |         |          
| | Jan 15, 2007  | 0.55     | -         | -       | -           | -       | 150,000  
| |               |          |           |         |             |         |          
| | Jan 22, 2007  | 0.55     | -         | -       | -           | -       | 50,000   
| |               |          |           |         |             |         |          
| | Feb 20, 2007  | 0.55     | -         | -       | -           | -       | 50,000   
| |               |          |           |         |             |         |          
| | Mar 10, 2007  | 0.45     | -         | -       | -           | -       | 175,000  
| |               |          |           |         |             |         |          
| |               |          | 9,010,000 | 425,000 | (2,245,000) | -       | 7,190,000

| | The weighted average exercise price and remaining
        useful life of the stock purchase warrants is $0.17 and 0.86 years
        respectively.
| | --------------------------------------------------------------------------------------------------------------------------------------------------

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|(10) | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | As at December 31, 2004 the Company owed a total
        of $167,647 (2003 - $19,932) to the directors and their private
        companies and $8,664 to a shareholder. During the year, $199,392
        (2003 - $55,942) of management fees were incurred to Company directors
        and their two private companies of which $150,488 remains unpaid at
        the year end. As at December 31, 2004 the Company owed a total of $167,647
        (2003 - $19,932) to the directors and their private companies inclusive
        of management fees and expenses paid on behalf of the Company. These amounts
        are unsecured, non-interest bearing and have no specific terms of repayment.
|    
|     | All related party transactions are in the normal
        course of business and are measured at the exchange amount, which is the
        amount of consideration established and agreed to by the related parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|(11) | INCORPORATION OF ACTIONVIEW FAR EAST LIMITED                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | On February 20, 2004, the Company completed the
        incorporation of a new entity in Hong Kong, called ActionView Far East
        Limited (“AVFE”), for the purpose of representing the Company
        and marketing its scrolling sign products in both China and Hong Kong.
        AVFE is owned by the Company and another company in Hong Kong, called
        Americrown Inc (“Americrown”).                                                                                                                                                                                                                                                                                                 
|    
|     | In general, Americrown will be responsible for negotiating
        business contracts and the day-to-day running of AVFE in accordance with
        approved operating procedures and budgets. The Company will be responsible
        for assisting in the management of AVFE and supplying Company-owned rental
        signs for placement in high traffic areas in China and Hong Kong for the
        purpose of generating advertising revenue. The specific terms of the expected
        agreement between the two shareholders is in the process of being finalized.                                                                                                                            
|    
|     | On June 14, 2004, AVFE signed an agreement with
        Chuangrun Advertising (HK) Limited which has the contract to place advertising
        in the new Bai Yuan Airport and the new MTR Subway System, both in Guangzhou,
        a large city located in southern China. Subsequently, Chuangrun secured
        the contract to place the equivalent of 200 Company-owned ActionView motion
        signs into both the domestic arrivals and the bus stop areas of the new
        airport.                                                                                                                                                                                                        
|    
|(12) | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | As at December 31, 2004 the Company has estimated
        tax loss carry forwards for tax purposes of approximately $3,500,000
        (2003 - $2,050,000) which expire through 2025. This amount may be
        applied against future federal taxable income. Future tax benefits which
        may arise as a result of these losses have not been recognized in these
        financial statements, as their realization has been determined not likely
        to occur.                                                                                                                                                                                                                            
|    
|     | The Company reviews its valuation allowance requirements
        annually based on projected future operations. When circumstances change
        and this                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

| | causes a change in management’s judgment about
        the recoverability of future tax assets, the impact of the change on the
        valuation allowance would generally be reflected in current income.
      The reported income taxes differ from the amounts obtained
        by applying statutory rates to the loss before income taxes for the years
        ended as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                      |   | December 31, |   |   | December 31 , |  
| | -------------------------------------------------------------------- | - | ------------ | - | - | ------------- | -
| |                                                                      |   | 2004         |   |   | 2003          |  
| |                                                                      |   |              |   |   |               |  
| | Expected income tax provision                                        | $ | (500,000     | ) | $ | (188,000      | )
| | (recovery)                                                           |   |              |   |   |               |  
| | Unrecognized tax losses                                              |   | 500,000      |   |   | 188,000       |  
| | Income tax provision                                                 | $ | -            |   | $ | -             |  
| |                                                                      |   |              |   |   |               |  
| | The tax effects of temporary differences that give rise to
      the |   |              |   |   |               |  
| | Company’s future tax asset (liability) are as follows:               |   |              |   |   |               |  
| |                                                                      |   |              |   |   |               |  
| |                                                                      |   | December 31, |   |   | December 31 , |  
| |                                                                      |   | 2004         |   |   | 2003          |  
| |                                                                      |   |              |   |   |               |  
| | Loss carry forwards                                                  | $ | 1,200,000    |   | $ | 730,000       |  
| | Valuation allowance                                                  |   | (1,200,000   | ) |   | (730,000      | )
| |                                                                      | $ | -            |   | $ | -             |  

|     | Availability of loss usage is subject to change of
        ownership limitations under Internal Revenue Code 382.
|---- | -----------------------------------------------------------------------------------------------------------------
|     |                                                                                                                  
|(13) | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS                                                               

| |                         |   |              |  |   |              |  |   | Cumulative  | 
| | ----------------------- | - | ------------ |  | - | ------------ |  | - | ----------- | 
| |                         |   |              |  |   |              |  |   | From        | 
| |                         |   |              |  |   |              |  |   | Inception   | 
| |                         |   | Year ended   |  |   | Year ended   |  |   | (April 2,   | 
| |                         |   | December 31, |  |   | December 31, |  |   | 1989)       | 
| |                         |   | 2004         |  |   | 2003         |  |   | to December | 
| |                         |   |              |  |   |              |  |   | 31, 2004    | 
| | Cash paid during        |   |              |  |   |              |  |   |             | 
| | year for:               |   |              |  |   |              |  |   |             | 
| | Interest
      and bank | $ | 16,171       |  | $ | 24,626       |  | $ | 455,747     | 
| | charges                 |   |              |  |   |              |  |   |             | 
| | Income taxes            |   | -            |  |   | -            |  |   | -           | 

| | During the year ended December
        31, 2003, a total of 10,002,341 shares of common stock were issued in
        settlement of various debt obligations as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                        
| | (a)                                                                                                                                                                    

---

|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | During the last six months of 2003, a total of 8,650,570
        shares of common stock in settlement of convertible debt in the amount
        of $523,000 and interest accrued on the convertible debt in the amount
        of $71,645.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In September 2003, 327,325 shares of common stock
        as payment of $98,197 of directors’ advances.                                                                                                                                   
|    
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In November 2003, 774,446 shares of common stock
        as payment for $387,223 owing to two directors of the Company and
        to a company controlled by a director of the Company.                                                  
|    
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In November 2003, 250,000 shares on the exercise
        of warrants in settlement of $75,000 of accounts payable.                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | During the year ended December 31, 2004,
        there were no shares of common stock issued in settlement of any debt
        obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(14) | SUBSEQUENT EVENTS
      Retainer Stock Plan
      In January 2005, the Company implemented a Retainer
        Stock Plan which has been fully disclosed and filed on FORM S-8 as required
        by the regulatory authorities. Under the Plan, a total of 3,000,000 shares
        of common stock can be issued to compensate directors, employees and consultants
        of the Company for services rendered to the Company at prices and terms
        to be determined by the Board of Directors. To date, no shares have been
        issued under the Plan.
      Private Placement Financing
      The Company is in the process of issuing a total of
        3,150,000 shares of its common stock to a number of accredited investors
        under a private placement subscription agreement. These shares will be
        registered for sale and resale under the Form SB2 registration statement
        per Rule 506 of Regulation D.

To date, the shares have not yet been issued although each
  of the investors has signed a share subscription agreement with the Company
  and contributed a total of $195,000 cash to the Company of the $265,000
  committed by them to purchase a total amount of 3,150,000 shares, 650,000 at
  $0.10 per share and 2,500,000 at $0.08 per share.

---