SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10QSB

(Mark One)


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

For the quarterly period ended        March 31, 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)

<TABLE>
<CAPTION>
<S>                                                             <C>
                           DELAWARE                                         333-0883404
--------------------------------------------------------------  ------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)  (I.R.S. Employer Identification No.)
</TABLE>

                             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 |_| No |_|


           As of June 4, 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 |_|

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>        <C>       <C>                                                                 <C>
PART I.              CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.........................1

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

                     Notes to Condensed Consolidated Financial Statements (Unaudited)....5

           Item 2.   Management's Discussion and Analysis or Plan of Operation...........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
</TABLE>


                                       i
<PAGE>


                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 31, 2004
                                    UNAUDITED

                                    PART I.
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ITEM 1.    FINANCIAL STATEMENTS (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
   Cash                                                           $     57,002
   Accounts receivable                                                   8,302
   Notes receivable-trade                                                1,162
   Inventories                                                         344,386
   Prepaid expenses and other current assets                           294,764
                                                                  ------------
      Total Current Assets                                             705,616

Property, plant and equipment, net                                     902,189
Patent, net                                                            447,247
Deposits                                                                35,095
                                                                  ------------

TOTAL ASSETS                                                      $  2,090,147
                                                                  ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Notes payable-trade                                            $     70,672
   Accounts payable                                                     30,831
   Accrued expenses                                                    486,825
   Due to related parties                                            1,737,587
   Other current liabilities                                             4,818
                                                                  ------------
      Total Current Liabilities                                      2,330,733
                                                                  ------------

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                                              (1,450,442)
   Accumulated other comprehensive loss                                   (698)
                                                                  ------------
   Total Stockholders' Deficiency                                     (240,586)
                                                                  ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY              $  2,090,147
                                                                  ============

     See accompanying notes to condensed consolidated financial statements.


                                       1
<PAGE>


                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004
                                    UNAUDITED

REVENUES                                                          $     61,713

COST OF GOODS SOLD                                                      64,081
                                                                  ------------

GROSS LOSS                                                              (2,368)
                                                                  ------------

OPERATING EXPENSES
   Selling, general and administrative                                 343,102
   Depreciation and amortization                                        87,724
                                                                  ------------
      Total Operating Expenses                                         430,826
                                                                  ------------

LOSS FROM OPERATIONS                                                   433,194

OTHER INCOME (EXPENSE)
   Interest income                                                          30
   Interest expense                                                        (17)
   Gains on currency exchange                                               11
   Other expense                                                        (1,700)
   Other income                                                            279
                                                                  ------------
      Total Other Income (Expense)                                      (1,397)
                                                                  ------------

NET LOSS                                                              (434,571)
                                                                  ============

   Net loss per share - basic and diluted                         $       (.01)
                                                                  ============
   Weighted average number of shares outstanding -
     basic and diluted                                              44,400,000
                                                                  ============


     See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>


                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                                                     Accumulated
                                                                      Additional                        Other
                                                 Common Stock           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

Other comprehensive income:
   Net loss                                         --         --                      (434,571)            --               --
   Foreign currency translation loss                --         --             --             --         (8,098)              --
   Total other comprehensive income                 --         --             --             --             --         (442,669)
                                            ----------     ------     ----------    -----------         ------        ---------

BALANCE, MARCH 31, 2004                     44,400,000     $4,440     $1,206,114    $(1,450,442)        $ (698)       $(240,586)
                                            ==========     ======     ==========    ===========         ======        =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004
                                    UNAUDITED

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                       $   (434,571)
   Adjustments to reconcile net loss to net cash used
     in operating activities:
      Depreciation and amortization                                     87,724
   Changes in operating assets and liabilities:
   Accounts receivable                                                  35,216
   Notes receivable-trade                                               23,503
   Inventories                                                          12,378
   Prepaid expenses and other current assets                          (112,954)
   Deposits                                                            (11,424)
   Notes payable-trade                                                 (68,338)
   Accounts payable and accrued expenses                                 1,748
   Other current liabilities                                           (12,066)
                                                                  ------------
      Net Cash Used In Operating Activities                           (478,784)
                                                                  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment                          (50,828)
                                                                  ------------
      Net Cash Used In Investing Activities                            (50,828)
                                                                  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from related parties                                   556,908
                                                                  ------------
      Net Cash Provided By Financing Activities                        556,908
                                                                  ------------

Effect of foreign currency exchange translation                         (8,098)
                                                                  ------------

NET INCREASE IN CASH                                                    19,198

CASH - BEGINNING OF PERIOD                                              37,804
                                                                  ------------

CASH - END OF PERIOD                                              $     57,002
                                                                  ============


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004
                                    UNAUDITED

NOTE 1      DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
            POLICIES

            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 optional 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.

            (A) 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.

            Comparative information for the three months ended March 31, 2003 is
            not presented as the Company did not have any operations during the
            quarter ended March 31, 2003.


                                       5
<PAGE>

                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004
                                    UNAUDITED

            (B) PRINCIPLES OF CONSOLIDATION

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

            (C) 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 revenues and expenses during the reported period.
            Actual results could differ from those estimates.

            (D) EARNINGS (LOSS) PER SHARE

            Basic net income (loss) per common share is computed based on the
            weighted average common shares outstanding during the year as
            defined by SFAS No. 128, "Earnings Per Share". Diluted net income
            per common share is computed based on the weighted average common
            shares and common stock equivalents outstanding during the year as
            defined by SFAS No. 128. There are no common stock equivalents
            outstanding and if there were, they would not be considered in
            computing diluted net loss per common share as the effect would be
            anti-dilutive.

NOTE 2      RELATED PARTY TRANSACTIONS

            During the three months ended March 31, 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 March
            31, 2004 was $1,112,444 and is included in due to related parties in
            the accompanying condensed consolidated balance sheet.

NOTE 3      GOING CONCERN

            As reflected in the accompanying financial statements, the Company
            has a net loss of $434,471 and a negative cash flow from operations
            of $478,784 for the three months ended March 31, 2004 and a working
            capital deficiency of $1,625,117 and a shareholders' deficiency of
            $240,586 as of March 31, 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 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 OR PLAN OF OPERATION

           The following discussion and analysis of our plan of operation 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 the Company's Annual Report on Form
10-KSB.

PLAN OF OPERATION

           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. Our management team has over
ten years of experience and employs over forty designers and engineers designed
to provide a diverse range of products and services to meet each of our client's
specific needs.

           We are focusing on the portable consumer storage hard disk market,
which market has been growing and which, we believe, will continue to expand. We
hope to complete research and development activities and introduce a new
portable consumer storage hard disk product to the market in the third quarter
of 2004. Upon introducing this product, we plan to promote it to both the
wholesale and consumer markets.

           We generated revenues of $61,713 for the three month period ended
March 31, 2004. We incurred a gross loss of ($2,368) for the three month period
ended March 31, 2004. We are subject to all of the risks, expenses, delays,
problems and difficulties frequently encountered in the establishment of a new
business.

LIQUIDITY AND CAPITAL RESOURCES

           As of March 31, 2004, we had a cash balance of $57,002. Based on such
cash and other proceeds, we have been able to conduct our current operations but
such proceeds and other resources 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 March 31, 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 expect to decrease 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:


                                       7
<PAGE>

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
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 December 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure - an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS
No. 123, "Accounting for Stock Based Compensation" and provides alternative
methods for accounting for a change by registrants to the fair value method of
accounting for stock-based compensation. Additionally, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require disclosure in the significant
accounting policy footnote of both annual and interim financial statements of
the method of accounting for stock based-compensation and the related pro-forma
disclosures when the intrinsic value method continues to be used. The statement
is effective for fiscal years beginning after December 15, 2002, and disclosures
are effective for the first fiscal quarter beginning after December 15, 2002.

           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


                                       8
<PAGE>

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.

           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.

           In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". The
changes in SFAS No. 149 improve financial reporting by requiring that contracts
with comparable characteristics be accounted for similarly. This statement is
effective for contracts entered into or modified after September 30, 2003 and
all of its provisions should be applied prospectively.

           In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 changes the accounting for certain financial instruments with
characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity. The new accounting guidance
contained in SFAS No. 150 requires that those instruments be classified as
liabilities in the balance sheet.

           SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments. One type is mandatorily redeemable shares,
which the issuing company is obligated to buy back in exchange for cash or other
assets. A second type includes put options and forward purchase contracts, which
involves instruments that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets. The third type of instruments that
are liabilities under SFAS No. 150 are obligations that can be settled with
shares, the monetary value of which is fixed, tied solely or predominantly to a
variable such as a market index, or varies inversely with the value of the
issuers' shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

           Most of the provisions of SFAS No. 150 are consistent with the
existing definition of liabilities in FASB Concepts Statement No. 6, "Elements
of Financial Statements". The remaining provisions of this Statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its
own shares. This Statement shall be effective for financial instruments entered
into or modified after May 31, 2003 and otherwise shall be effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2004.

           We do not expect the impact from the aforementioned statements,
pronouncements to have a material impact on our consolidated financial position
or results of operations.



                                       9
<PAGE>

FORWARD LOOKING STATEMENTS

           Certain statements in this Quarterly Report on Form 10-QSB, under the
section "Plan of Operation," 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
that could have significantly affected those controls subsequent to the date of
our most recent evaluation.


                                       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 General Manager
                        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 General Manager and
                        the Chief Financial Officer pursuant to Section 906 of
                        the Sarbanes-Oxley Act of 2002.

           (b)    Reports on Form 8-K

           None.


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<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:  May 24, 2004         VISUAL FRONTIER, INC.


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

Dated:  May 24, 2004         By:  /s/ Starcia Chang
                                  ---------------------------------------------
                                  Name:      Starcia Chang
                                  Title:     Chief Financial Officer
                                             and Secretary
                                             (Principal Financial Officer)


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