SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10 QSB

(Mark One)

|X|  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934.

For the quarterly period ended June 30, 2004
                               -------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934.

For the transition period from _______________ to _______________

Commission file number: _______________


                              VISUAL FRONTIER, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


           DELAWARE                                      333-0883404
 ------------------------------              ----------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                             7F, NO. 50 CHIUAM ROAD
                                 SHIN-DIEN CITY
                            TAIPEI HSIEN, TAIWAN ROC
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 886-2-6629-9233
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, including area code)

                                       N/A
--------------------------------------------------------------------------------
        (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

     Check whether the registrant (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [_]

     As of August 20, 2004, there were 44,400,000  shares of the issuer's common
stock, par value $0.0001 per share, outstanding.

     Transitional Small Business Disclosure Format (Check one): Yes [_] No [X]


<PAGE>


                               TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----

PART I.           CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.................1

         Item 1.  Financial Statements (Unaudited)............................1

                  Notes To Condensed Consolidated Financial Statements........5

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.........................7

         Item 3.  Controls and Procedures....................................10

PART II.          OTHER INFORMATION..........................................11

         Item 1.  Legal Proceedings..........................................11

         Item 2.  Changes in Securities and Use of Proceeds..................11

         Item 3.  Defaults Upon Senior Securities............................11

         Item 4.  Submission of Matters to a Vote of Security Holders........11

         Item 5.  Other Information..........................................11

         Item 6.  Exhibits and Reports on Form 8-K...........................11


<PAGE>


                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2004
                                    UNAUDITED
                                    PART I.
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
   Cash                                               $    15,069
   Accounts receivable                                     86,797
   Inventories                                            287,303
   Prepaid expenses and other current assets              351,711
                                                      -----------
     Total Current Assets                                 740,880

Property, plant and equipment, net                        829,641
Patent, net                                               430,516
Deposits                                                   24,339
                                                      -----------
TOTAL ASSETS                                          $ 2,025,376
                                                      ===========


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
   Notes payable-trade                                $   217,126
   Accounts payable                                        30,434
   Accrued expenses                                       392,569
   Due to related parties                               2,046,226
   Other current liabilities                                1,919
                                                      -----------
     Total Current Liabilities                          2,688,274
                                                      -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
   Common stock, $0.0001 par value, 50,000,000
      shares authorized, 44,400,000 shares
         issued and outstanding                             4,440
   Additional paid-in capital                           1,206,114
   Accumulated deficit                                 (1,870,190)
   Accumulated other comprehensive loss                    (3,262)
                                                      -----------
     Total Stockholders' Deficiency                      (662,898)
                                                      -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY   $ 2,025,376
                                                      ===========


See accompanying notes to condensed  consolidated financial statements.


                                       1
<PAGE>


                              VISUAL FRONTIER, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                             UNAUDITED

<TABLE>
<CAPTION>

                                                                                     FOR THE THREE
                                                     FOR THE THREE    FOR THE SIX    AND SIX MONTHS
                                                      MONTHS ENDED    MONTHS ENDED    MONTHS ENDED
                                                        JUNE 30,        JUNE 30,        JUNE 30,
                                                          2004           2004             2003
                                                     -------------    ------------    ------------
<S>                                                  <C>              <C>             <C>
REVENUES                                             $      91,209    $    152,922    $         --

COST OF GOODS SOLD                                         129,565         193,646              --
                                                     -------------    ------------    ------------
GROSS LOSS                                                 (38,356)        (40,724)             --
                                                     -------------    ------------    ------------
OPERATING EXPENSES
   Selling, general and administrative                     298,666         641,748          62,927
   Depreciation and amortization                            83,036         170,760              --
                                                     -------------    ------------    ------------
     Total Operating Expenses                              381,702         812,508          62,927
                                                     -------------    ------------    ------------
LOSS FROM OPERATIONS                                      (420,058)       (853,232)        (62,927)
                                                     -------------    ------------    ------------
OTHER INCOME (EXPENSE)                                         310          (1,087)              4
                                                     -------------    ------------    ------------
NET LOSS                                             $    (419,748)   $   (854,319)   $    (62,923)
                                                     =============    ============    ============
   Net loss per share - basic and diluted            $        (.01)   $       (.02)   $       (.00)
                                                     =============    ============    ============
   Weighted average number of shares
    outstanding - basic and diluted                     44,400,000      44,400,000    $ 37,586,667
                                                     =============    ============    ============


              See accompanying notes to condensed consolidated financial statements.

</TABLE>


                                                 2
<PAGE>


<TABLE>
<CAPTION>

                                          VISUAL FRONTIER, INC. AND SUBSIDIARIES
                            CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                          FOR THE SIX MONTHS ENDED JUNE 30, 2004
                                                         UNAUDITED


                                                                                                ACCUMULATED
                                                COMMON STOCK        ADDITIONAL                     OTHER
                                        ------------------------     PAID-IN     ACCUMULATED   COMPREHENSIVE
                                          SHARES        AMOUNT       CAPITAL       DEFICIT      INCOME(LOSS)      TOTAL
                                        ----------   -----------   -----------   -----------   ------------    -----------
<S>                                     <C>          <C>           <C>           <C>            <C>            <C>
Balance, December 31, 2003              44,400,000   $     4,440   $ 1,206,114   $(1,015,871)   $     7,400    $   202,083
Net loss                                        --            --            --      (854,319)            --             --
Other comprehensive income:
   Foreign currency translation loss            --            --            --            --        (10,662)            --
   Total other comprehensive income             --            --            --            --             --       (864,981)

BALANCE, JUNE 30, 2004                  44,400,000   $     4,440   $ 1,206,114   $(1,870,190)   $    (3,262)   $  (662,898)


                          See accompanying notes to condensed consolidated financial statements.


</TABLE>


                                                            3
<PAGE>



                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED


                                                    FOR THE      FOR THE
                                                   SIX MONTHS   SIX MONTHS
                                                     ENDED        ENDED
                                                    JUNE 30,     JUNE 30,
                                                     2004          2003
                                                   ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                        $(854,319)   $ (62,923)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
     Depreciation and amortization                   170,760           --
   Changes in operating assets and liabilities:
     Accounts receivable                             (43,279)          --
     Notes receivable-trade                           18,835           --
     Inventories                                      69,461           --
     Prepaid expenses and other current assets      (163,571)     (25,181)
     Deposits                                           (668)          --
     Notes payable-trade                              78,116           --
     Accounts payable and accrued expenses           (92,905)      59,669
     Other current liabilities                       (14,965)       4,153
                                                   ---------    ---------
       Net Cash Used In Operating Activities        (833,035)     (24,282)
                                                   ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from issuance of Common Stock                 --       28,571
   Purchases of property, plant and equipment        (44,585)          --
                                                   ---------    ---------
       Net Cash Used In Investing Activities         (44,585)      28,571
                                                   ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from related parties                 865,547           --
                                                   ---------    ---------
       Net Cash Provided By Financing Activities     865,547           --
                                                   ---------    ---------
Effect of foreign currency exchange translation      (10,662)          --
                                                   ---------    ---------
NET DECREASE IN CASH                                 (22,735)       4,289

CASH - BEGINNING OF PERIOD                            37,804           --
                                                   ---------    ---------
CASH - END OF PERIOD                               $  15,069    $   4,289
                                                   =========    =========


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>



                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

          (A)  ORGANIZATION

          On May 27, 2003, Visual Frontier, Inc., ("Visual" or "legal acquirer")
          formerly known as Air Test Technology, Inc. ("Air Test") acquired 100%
          of the stock of Visual  Frontier  (BVI),  Ltd. ("BVI" or "acquiree" or
          "accounting   acquirer")   from  its   stockholders  in  exchange  for
          36,000,000  shares of Air Test common stock,  which represented 81% of
          the outstanding  common stock after the acquisition.  BVI, who had its
          name changed from Boventure  Holdings Limited on January 24, 2003, was
          incorporated  in the British Virgin Islands on August 16, 2002 and did
          not have any assets,  liabilities  or operations  until 2003. BVI also
          owns 100% of Visual Frontier Precision Corp. ("Precision"),  which was
          incorporated  under the  Company  Law of  Republic of China on June 7,
          2003.  Precision is mainly  engaged in the design and  manufacture  of
          optical storage products and electronic  accessories.  Optical storage
          products  include  CD-ROM,  DVD-ROM,  and  CD-RW,  CD-RW,  CD-RW + DVD
          combination  drives,  and DVD + RW drives,  and optical  storage media
          discs for these types of drives.  The accessories  include  keyboards,
          mice, floppy disk drives, audio and graphic cards and modems.

          As a result of the exchange agreement,  the reorganization was treated
          as an  acquisition  by  the  acquiree  that  was  accounted  for  as a
          recapitalization  and as a reverse  merger by the legal  acquirer  for
          accounting  purposes.  Pursuant to the  recapitalization,  all capital
          stock  shares  and  amounts  and per  share  data  were  retroactively
          restated.

          During May 2003,  the Board of  Directors  approved  the change in Air
          Test's name from Air Test Technology,  Inc. to Visual  Frontier,  Inc.
          (the "Company") to more accurately  reflect the current  operations of
          the Company as a result of the reverse merger and recapitalization.

          (B)  BASIS OF PRESENTATION

          The accompanying unaudited condensed consolidated financial statements
          have been prepared in accordance with accounting  principles generally
          accepted in the United States of America and the rules and regulations
          of the  Securities  and  Exchange  Commission  for  interim  financial
          information.  Accordingly,  they do not  include  all the  information
          necessary for a comprehensive  presentation of financial  position and
          results of operations.

          It is management's  opinion,  however,  that all material  adjustments
          (consisting of normal recurring  adjustments) have been made which are
          necessary  for  a  fair  financial  statement  presentation.   Certain
          information  and footnote  disclosures  made in the most recent annual
          consolidated  financial statements included in the Form 10-KSB for the
          year  ended   December  31,  2003  have  been  condensed  or  omitted;
          accordingly,  the  interim  financial  statements  should  be  read in
          conjunction  with  the  December  31,  2003   consolidated   financial
          statements.  The results for the  interim  period are not  necessarily
          indicative of the results to be expected for the year.

          (C)  PRINCIPLES OF CONSOLIDATION

          The condensed  consolidated  financial statements include the accounts
          of the Company and its wholly owned  subsidiaries,  BVI and Precision.
          All  significant  inter-company  transactions  and balances  have been
          eliminated in consolidation.


                                       5
<PAGE>


          (D)  USE OF ESTIMATES

          In  preparing  financial  statements  in  conformity  with  accounting
          principles  generally  accepted  in  the  United  States  of  America,
          management is required to make estimates and  assumptions  that affect
          the reported  amounts of assets and  liabilities and the disclosure of
          contingent  assets  and  liabilities  at the  date  of  the  financial
          statements  and the reported  amounts of revenues and expenses  during
          the  reported   periods.   Actual  results  could  differ  from  those
          estimates.

          (E)  FAIR VALUE OF FINANCIAL INSTRUMENTS

          The fair value of a  financial  instrument  is the amount at which the
          instrument could be exchanged in a current transaction between willing
          parties other than in a forced sale or liquidation.

          The carrying amounts of the Company's financial instruments, including
          cash, receivables,  accounts payable,  accrued liabilities,  and other
          current  liabilities  approximate  fair value  because of their  short
          maturities.

          (F)  LOSS PER COMMON SHARE

          Basic  loss per  common  share is  based  on net loss  divided  by the
          weighted  average  number of common shares  outstanding.  Common stock
          equivalents  were not included in the  calculation of diluted loss per
          share as their effect would be anti-dilutive.

          (G)  INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

          The condensed  consolidated  financial  statements as of June 30, 2004
          and for the six months ended June 30, 2004 and 2003 are unaudited.  In
          the  opinion of  management,  such  condensed  consolidated  financial
          statements   include  all  adjustments   (consisting  only  of  normal
          recurring  accruals)  necessary  for  the  fair  presentation  of  the
          consolidated  financial  position  and  the  consolidated  results  of
          operations.  The consolidated results of operations for the six months
          ended June 30, 2004 are not  necessarily  indicative of the results to
          be  expected  for the full year.  The interim  condensed  consolidated
          balance sheet information as of December 31, 2003 was derived from the
          audited year-end  consolidated  financial  statements in the Company's
          Annual Report on Form 10-KSB.

NOTE 2    RELATED PARTY TRANSACTIONS

          During  the six months  ended  June 30,  2004,  the  Company  received
          short-term  non-interest  bearing  financing from a shareholder of the
          Company.  The outstanding  balance due to this  shareholder as of June
          30, 2004 was $1,321,481  and is included in due to related  parties in
          the accompanying condensed consolidated balance sheet.

NOTE 3    GOING CONCERN

          As  reflected in the  accompanying  condensed  consolidated  financial
          statements, the Company has a net loss of $854,319 and a negative cash
          flow from  operations  of $833,035  for the six months  ended June 30,
          2004,  and  has a  working  capital  deficiency  of  $1,947,394  and a
          shareholders'  deficiency  of  $662,898  as of June  30,  2004.  These
          factors  raise  substantial  doubt  about its ability to continue as a
          going  concern.  The  ability of the  Company to  continue  as a going
          concern is  dependent  on the  Company's  ability to raise  additional
          funds and implement  its business  plan.  The  condensed  consolidated
          financial  statements  do not  include any  adjustments  that might be
          necessary if the Company is unable to continue as a going concern.

          Management's plans include raising additional capital,  increasing the
          revenue by extending the product line to different  markets  resulting
          from  the  utilization  of  the  newly  acquired   patent,   improving
          managements'  efficiency,  reducing  operation costs and enhancing its
          research  and  development  ability for new  products to increase  the
          added value of the products.


                                       6
<PAGE>


ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

          The  following  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results of  Operations  should be read in  conjunction  with our
condensed   consolidated   financial  statements  and  notes  thereto  appearing
elsewhere  herein.  This Quarterly  Report on Form 10-QSB should also be read in
conjunction with our Annual Report on Form 10-KSB.

BACKGROUND

          As of May 27, 2003,  Visual  Frontier,  Inc.,  a Delaware  corporation
formerly known as Air Test Technology, Inc. (the "Company" "we," "us" or "our"),
consummated  a Stock  Purchase  Agreement  with Visual  Frontier  (BVI) Ltd.,  a
corporation  organized  under the laws of the British  Virgin  Islands  ("Visual
BVI"). Pursuant to the Stock Purchase Agreement,  we purchased all of the issued
and outstanding  shares of Visual BVI common stock for 36,000,000  shares of our
common stock.

          Our operations are conducted through Visual Frontier  Precision Corp.,
a Taiwanese  corporation and wholly-owned  indirect subsidiary of us. We provide
computer  peripherals  solutions to brand name electronics  manufacturers and we
are a service  provider  to OEM  customers  in the  design and  manufacturer  of
portable electronic drives,  burners and storage products focusing on CD-RW with
DVD read/record capability.

RESULTS OF OPERATIONS

          Due to the fact that we did not become commence  operations and become
a reporting  company  until after May 27, 2003, we did not have any revenues for
the three and six months  ended June 30, 2003.  During this time period,  we had
general  and  administrative  expenses  and loss  from  operations  of  $62,927,
respectively,  and a net loss of $62,923. For this subsection, we do not believe
that  comparisons  between  the three and six months  ended June 30, 2004 to the
same periods in 2003 would be  informative  or helpful and,  therefore,  we have
only provided a discussion of our  operations for the three and six months ended
June 30, 2004.

THREE AND SIX MONTHS ENDED JUNE 30, 2004

          REVENUES.  Revenues  were  $91,209 in the three  months ended June 30,
2004 and $152,922 in the six months ended June 30, 2004.

          COST OF GOODS  SOLD.  Cost of goods  sold were  $129,565  in the three
months  ended June 30, 2004 and  $193,646 in the six months ended June 30, 2004.
As a percentage of revenues,  cost of goods sold were 142.1% in the three months
ended June 30, 2004 and 126.6% in the six months ended June 30, 2004. Gross loss
was  $38,356  in the three  months  ended June 30,  2004 and  $40,724 in the six
months ended June 30, 2004. As a percentage of revenues, gross loss was 42.1% in
the six months  ended June 30,  2004 and 26.6% in the six months  ended June 30,
2004.

          SELLING,  GENERAL AND ADMINISTRATIVE  EXPENSES.  Selling,  general and
administrative  expenses  were  $298,666 in the three months ended June 30, 2004
and $641,748 in the six months ended June 30, 2004. As a percentage of revenues,
selling,  general and  administrative  expenses  were 327.5% in the three months
ended June 30, 2004 and 419.7% in the six months ended June 30, 2004.

          RESEARCH AND DEVELOPMENT  EXPENSES.  Research and development expenses
were  $10,900 in the three  months  ended June 30,  2004 and  $56,767 in the six
months  ended  June  30,  2004.  As  a  percentage  of  revenues,  research  and
development  expenses were 12% in the three months ended June 30, 2004 and 37.1%
in the six months ended June 30, 2004.

          NET LOSS.  Net loss was $419,748 and  $854,319,  respectively  for the
three and six months ended June 30, 2004.


                                       7
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

          As  reflected in the  accompanying  condensed  consolidated  financial
statements,  we have a net  loss of  $854,319  and a  negative  cash  flow  from
operations of $833,035 for the six months ended June 30, 2004, and has a working
capital  deficiency of $1,947,394 and a shareholders'  deficiency of $662,898 as
of June 30, 2004.  These  factors raise  substantial  doubt about our ability to
continue as a going  concern.  Our  ability to  continue  as a going  concern is
dependent on our ability to raise  additional  funds and  implement our business
plan.  The  condensed  consolidated  financial  statements  do not  include  any
adjustments  that might be  necessary  if we are unable to  continue  as a going
concern.

          Our management's plans include raising additional capital,  increasing
the revenue by extending the product line to different  markets  resulting  from
the utilization of the newly acquired patent, improving managements' efficiency,
reducing operation costs and enhancing our research and development  ability for
new products to increase the added value of the products.

As of June 30,  2004,  we had a cash  balance  of  $15,069.  Such cash and other
proceeds  will  be  sufficient  to  satisfy  our  cash   requirements  only  for
approximately  the next nine  months.  Therefore,  we will be  required to raise
additional  funds in the very near future.  During the next few months,  we will
consider  raising  additional  funds  through  equity  or  debt  offerings.   If
successful  in raising  funds,  we will  endeavor  to expand the  marketing  and
product  service  offerings  of our external  CD-RW units that  combine  certain
CD-RW/DVD/HDD/MP3  functions,  our portable  consumer storage hard disk products
and/or develop or acquire  additional  business  operations.  During the quarter
ended June 30, 2004,  we performed  product  research  and  development  for MP3
wireless products and portable consumer storage hard disk products. We expect to
continue such  research and  development  activities  through at least the third
quarter of 2004. We do not anticipate purchasing or selling plant or significant
equipment,  but we have recently  decreased the number of our employees by about
15%.

OFF-BALANCE SHEET ARRANGEMENTS

          We  have  never   entered  into  any   off-balance   sheet   financing
arrangements and have never  established any special purpose  entities.  We have
not  guaranteed  any debt or  commitments  of other entities or entered into any
options on non-financial assets.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

          This discussion and analysis of our financial condition and results of
operations are based on our financial  statements  that have been prepared under
accounting  principles  generally  accepted in the United States of America.  We
prepare our  financial  statements  in  conformity  with  accounting  principles
generally  accepted in the United  States of America.  Associated  with this, we
believe the following are our most critical accounting policies in that they are
the most  important to the portrayal of our financial  condition and results and
require our management's most difficult, subjective or complex judgments. Actual
results could  materially  differ from those  estimates.  We have  disclosed all
significant  accounting  policies  in  the  notes  to the  financial  statements
included in this Form 10-QSB.  The  financial  statements  and the related notes
thereto  should be read in  conjunction  with the  following  discussion  of our
critical accounting policies. Our critical accounting policies are:

REVENUE RECOGNITION

          We recognize  revenue from the sale of goods when persuasive  evidence
of an  arrangement  exists,  delivery of the product has  occurred,  the selling
price  to the  buyer  is  fixed  or  determinable,  and  the  collectibility  is
reasonably assured.

INTANGIBLE ASSETS

          We account for our intangible  assets in accordance  with SFAS No.142,
"Goodwill and Other  Intangible  Assets."  Intangible  assets with an indefinite
life are not amortized.  Intangible assets with a definite life are amortized on


                                       8
<PAGE>


a straight-line basis over their estimated useful lives. Indefinite lived assets
will tested for impairment  annually,  and will be tested for impairment between
annual tests if an event occurs or circumstances change that would indicate that
the carrying amount may be impaired.  Intangible assets with a definite life are
tested  for  impairment  whenever  events  or  circumstances  indicate  that the
carrying amount may not be  recoverable.  An impairment loss would be recognized
when the carrying amount of the patent exceeds the estimated  undiscounted  cash
flows  used in  determining  the fair  value of the  asset.  The  amount  of the
impairment  loss to be  recorded  is  calculated  by the  excess of the  asset's
carrying value over its fair value.  Fair value is generally  determined using a
discounted cash flow analysis. Costs related to internally developed patents are
expensed as incurred.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

          We  regularly  monitor and assess our risk of not  collecting  amounts
owed to us by our customers.  This evaluation is based upon a variety of factors
including:  an  analysis  of amounts  current  and past due along with  relevant
history and facts  particular  to the  customer.  Based upon the results of this
analysis, we record an allowance for uncollectible  accounts for this risk. This
analysis  requires us to make  significant  estimates,  and changes in facts and
circumstances  could result in material  changes in the  allowance  for doubtful
accounts.

IMPAIRMENT ON TANGIBLE AND INTANGIBLE ASSETS

          We review our  long-lived  assets  and  identifiable  intangibles  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount of the asset may not be  recoverable.  In performing the review
for  recoverability,  we estimate the future cash flows  expected to result from
the use of the asset and its  eventual  disposition.  If the sum of the expected
future cash flows  (undiscounted  and without interest charges) is less than the
carrying amount of the asset, an impairment  loss is recognized.  Otherwise,  an
impairment  loss  is not  recognized.  Measurement  of an  impairment  loss  for
long-lived assets and identifiable  intangibles would be based on the fair value
of the asset.

RECENT ACCOUNTING PRONOUNCEMENTS

          In March 2004, the U.S. Securities and Exchange Commission's Office of
the Chief  Accountant  and the  Division of  Corporate  Finance  released  Staff
Accounting  Bulletin  ("SAB")  No.  105,  "Loan  Commitments  Accounted  for  as
Derivative Instruments".  This bulletin contains specific guidance on the inputs
to a  valuation-recognition  model to measure loan commitments  accounted for at
fair value,  and requires that fair-value  measurement  include only differences
between the guaranteed  interest rate in the loan commitment and market interest
rate,  excluding  any  expected  future  cash  flows  related  to  the  customer
relationship or loan servicing. In addition, SAB No. 105 requires the disclosure
of the accounting policy for loan commitments, including methods and assumptions
used to estimate the fair value of loan commitments,  and any associated hedging
strategies.  SAB No. 105 is effective for  derivative  instruments  entered into
subsequent to March 31, 2004 and should also be applied to existing  instruments
as appropriate. The Company has not yet completed its evaluation of SAB No. 105,
but does not  anticipate  that SAB No.  105 will have a  material  impact on the
Company's financial statements.

          In  January  2003,  (as  revised  in  December  2003) the FASB  issued
Interpretation  No.  46,  "Consolidation  of  Variable  Interest  Entities",  an
interpretation  of Accounting  Research  Bulletin ("ARB") No. 51,  "Consolidated
Financial Statements". Interpretation No. 46 addresses consolidation by business
enterprises  of  variable  interest  entities,  which  have  one or  both of the
following  characteristics:  (i) the equity investment at risk is not sufficient
to permit the entity to finance its activities without  additional  subordinated
support from other parties,  which is provided  through other interest that will
absorb  some or all of the  expected  losses  of the  entity;  (ii)  the  equity
investors  lack  one or more of the  following  essential  characteristics  of a
controlling financial interest: the direct or indirect ability to make decisions
about the entities  activities  through voting rights or similar rights;  or the
obligation  to absorb the  expected  losses of the entity if they  occur,  which
makes it possible for the entity to finance its activities; the right to receive
the  expected  residual  returns  of the  entity  if they  occur,  which  is the
compensation for the risk of absorbing the expected losses.

          Interpretation  No.  46, as  revised  (46R),  also  requires  expanded
disclosures  by the  primary  beneficiary  (as  defined  therein)  of a variable
interest entity and by an enterprise that holds a significant  variable interest
in a variable interest entity but is not the primary beneficiary.


                                       9
<PAGE>


          Interpretation  No. 46R,  applies to small  business  issuers no later
than the end of the first  reporting  period that ends after  December 15, 2004.
This  effective  date includes  those  entities to which  Interpretation  46 had
previously  been  applied.   However,  prior  to  the  required  application  of
Interpretation  No. 46, a public  entity that is a small  business  issuer shall
apply  Interpretation  46 or  Interpretation  46R to  those  entities  that  are
considered  to be  special-purpose  entities  no later than as of the end of the
first reporting period that ends after December 15, 2003. Interpretation No. 46R
may be applied prospectively with a cumulative-effect  adjustment as of the date
on  which  it is first  applied  or by  restating  previously  issued  financial
statements for one or more years with a  cumulative-effect  adjustment as of the
beginning of the first year restated.

FORWARD LOOKING STATEMENTS

          Certain statements in this Quarterly Report on Form 10-QSB,  under the
section "Management's Discussion and Analysis of Financial Condition and Results
of Operations"  and elsewhere  relate to future events and  expectations  and as
such constitute  "forward-looking  statements" within the meaning of the Private
Securities  Litigation Reform Act of 1995. The words "believes,"  "anticipates,"
"plans,"   "expects,"   and  similar   expressions   are  intended  to  identify
forward-looking  statements.  Such forward-looking  statements involve known and
unknown  risks,  uncertainties,  and other  factors  which may cause the  actual
results,  performance or achievements of us to be materially  different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements and to vary  significantly  from reporting period to
reporting period. These forward looking statements were based on various factors
and were derived utilizing numerous important assumptions and other factors that
could  cause  actual  results to differ  materially  from  those in the  forward
looking statements,  including, but not limited to: uncertainty as to our future
profitability and our ability to develop and implement operational and financial
systems to manage rapidly  growing  operations,  competition in our existing and
potential  future  lines of  business,  and other  factors.  Other  factors  and
assumptions  not identified  above were also involved in the derivation of these
forward  looking  statements,  and the failure of such other  assumptions  to be
realized,  as well as other  factors,  may also cause  actual  results to differ
materially from those projected. We assume no obligation to update these forward
looking statements to reflect actual results,  changes in assumptions or changes
in other factors affecting such forward looking statements.

ITEM 3.   CONTROLS AND PROCEDURES

          a. Evaluation of Disclosure Controls and Procedures:

          Disclosure  controls  and  procedures  are  designed  to  ensure  that
information required to be disclosed in the reports filed or submitted under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods  specified  in the  SEC's  rules  and  forms.  Disclosure  controls  and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that information  required to be disclosed in the reports filed under the
Exchange Act is accumulated and communicated to management,  including the Chief
Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely
decisions regarding required disclosure.  As of the end of the period covered by
this report,  we carried out an evaluation,  under the  supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure controls and procedures.  Based upon and as of the date of
that  evaluation,  our  Chief  Executive  Officer  and Chief  Financial  Officer
concluded  that our  disclosure  controls and procedures are effective to ensure
that  information  required  to be  disclosed  in the reports we file and submit
under the Exchange Act is recorded,  processed,  summarized  and reported as and
when required.

          b. Changes in Internal Controls:

          There were no changes in our  internal  controls  or in other  factors
during the most recent  quarter that has materially  affected,  or is reasonably
likely to materially  affect,  our internal  controls over financial  reporting.


                                       10
<PAGE>


                                    PART II.

                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
          None.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS
          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          None.

ITEM 5.   OTHER INFORMATION

          The Company  does not  currently  have in place formal  procedures  by
          which stockholders may recommend nominees to its board of directors.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

          The following  exhibits are filed as part of the  Quarterly  Report on
          Form 10-QSB:

EXHIBIT NO.         DESCRIPTION
-----------         ------------------------------------------------------------
   31.1             Certification  of the President and Chief Executive  Officer
                    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   31.2             Certification  of the Chief  Financial  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

    32              Certifications  of the President and Chief Executive Officer
                    and the Chief Financial  Officer  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.

          (b) Reports on Form 8-K

          None.


                                       11
<PAGE>


                                   SIGNATURES

          In accordance with the requirements of the Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.


Dated:  August 20, 2004                       VISUAL FRONTIER, INC.


                                              By:  /s/ Moreal Chu
                                                 -------------------------------
                                                 Name:  Moreal Chu
                                                 Title: Chief Executive Officer,
                                                        President and Director
                                                        (Principal Executive
                                                         Officer)


Dated:  August 20, 2004                       By:  /s/ Starcia Chang
                                                 -------------------------------
                                                 Name:  Starcia Chang
                                                 Title: Chief Financial Officer
                                                        and Secretary
                                                        (Principal Financial
                                                         Officer)