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        September 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 Incorporation or            (I.R.S. Employer
               Organization)                               Identification No.)

                             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 November 18, 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

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
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.....................................................................................11
</TABLE>


                                       i

<PAGE>

                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                    UNAUDITED

                                     PART I.
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                            SEPTEMBER 30, 2004   DECEMBER 31, 2003
                                                                            ------------------   -----------------
                                                                               (UNAUDITED)
CURRENT ASSETS
<S>                                                                            <C>                  <C>
   Cash                                                                        $     2,641          $    37,804
   Accounts receivable                                                              81,340               43,518
   Notes receivable-trade                                                               --               24,665
   Inventories                                                                     299,816              356,764
   Prepaid expenses and other current assets                                       243,749              181,801
                                                                               -----------          -----------
     Total Current Assets                                                          627,546              644,561

Property, plant and equipment, net                                                 726,688              936,290
Patent, net                                                                        416,127              450,042
Deposits                                                                            24,167               23,671
                                                                               -----------          -----------

TOTAL ASSETS                                                                   $ 1,794,528          $ 2,054,564
                                                                               ===========          ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Notes payable-trade                                                            $ 31,865            $ 139,010
   Accounts payable                                                                  3,124              388,202
   Accrued expenses                                                                 73,128              127,706
   Due to related parties                                                        2,529,485            1,180,679
   Other current liabilities                                                         9,227               16,884
                                                                               -----------          -----------
     Total Current Liabilities                                                   2,646,829            1,852,481
                                                                               -----------          -----------

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                4,440
   Additional paid-in capital                                                    1,206,114            1,206,114
   Accumulated deficit                                                          (2,058,240)          (1,015,871)
   Accumulated other comprehensive loss                                             (4,615)               7,400
                                                                               -----------          -----------
     Total Stockholders' Deficiency                                               (852,301)             202,083
                                                                               -----------          -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                            $ 1,794,528          $ 2,054,564
                                                                               ===========          ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       1
<PAGE>

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

<TABLE>
<CAPTION>
                                           Three Months Ended September 30,   Nine Months Ended September 30,
                                           --------------------------------   -------------------------------
                                               2004             2003               2004           2003
                                            ------------    ------------       ------------    ------------
<S>                                         <C>             <C>                <C>             <C>
REVENUES                                    $    160,092    $     11,160       $    313,014    $     11,160

COST OF GOODS SOLD                                32,510          21,835            226,156          21,835
                                            ------------    ------------       ------------    ------------

GROSS PROFIT (LOSS)                              127,582         (10,675)            86,858         (10,675)
                                            ------------    ------------       ------------    ------------

OPERATING EXPENSES
   Selling, general and administrative           189,453         440,400            831,201         505,177
   Depreciation and amortization                 128,365          40,727            299,125          40,727
                                            ------------    ------------       ------------    ------------
     Total Operating Expenses                    317,818         481,127          1,130,326         545,904
                                            ------------    ------------       ------------    ------------

LOSS FROM OPERATIONS                            (190,236)       (491,802)        (1,043,468)       (556,579)

OTHER INCOME                                       2,186           1,803              1,099           1,797
                                            ------------    ------------       ------------    ------------

NET LOSS                                    $   (188,050)   $   (489,999)      $ (1,042,369)   $   (554,782)
                                            ============    ============       ============    ============

   Net loss per share - basic and diluted   $       (.00)   $       (.01)      $       (.02)   $       (.01)
                                            ============    ============       ============    ============

   Weighted average number of shares
   outstanding - basic and diluted            44,400,000      44,400,000         44,400,000      39,876,923
                                            ============    ============       ============    ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>

                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                     Additional                 Accumulated
                                                                       Paid-                      Other
                                               Common Stock             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                                                                        (1,042,369)
   Foreign currency translation loss            --             --            --            --        (12,015)            --
   Total other comprehensive income             --             --            --            --             --     (1,054,384)
                                        ----------    -----------   -----------   -----------    -----------    -----------

BALANCE, SEPTEMBER 30, 2004             44,400,000    $     4,440   $ 1,206,114   $(2,058,240)   $    (4,615)   $  (852,301)
                                        ----------    -----------   -----------   -----------    -----------    -----------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                              Nine Months Ended    Nine Months Ended
                                                                             September 30, 2004   September 30, 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                              <C>                 <C>
   Net loss                                                                      $(1,042,369)        $  (554,782)
   Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization                                                   299,125              40,727
   Changes in operating assets and liabilities:
     Accounts receivable                                                             (37,822)             (8,805)
     Notes receivable-trade                                                           24,665                  --
     Inventories                                                                      56,948            (424,416)
     Prepaid expenses and other current assets                                       (61,939)           (127,820)
     Deposits                                                                           (496)            (23,671)
     Notes payable-trade                                                            (107,145)                 --
     Accounts payable and accrued expenses                                          (439,656)            647,512
     Other current liabilities                                                        (7,657)             20,146
                                                                                 -----------         -----------
       Net Cash Used In Operating Activities                                      (1,316,346)           (431,109)
                                                                                 -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment                                        (55,201)           (632,767)
                                                                                 -----------         -----------
       Net Cash Used In Investing Activities                                         (55,201)           (632,767)
                                                                                 -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from related parties                                               1,348,806           1,210,554
                                                                                 -----------         -----------
       Net Cash Provided By Financing Activities                                   1,348,806           1,210,554
                                                                                 -----------         -----------

Effect of foreign currency exchange translation                                      (12,422)              7,400
                                                                                 -----------         -----------

NET (DECREASE) INCREASE IN CASH                                                      (35,163)            154,078

CASH - BEGINNING OF PERIOD                                                            37,804                  --

CASH - END OF PERIOD                                                             $     2,641         $   154,078
                                                                                 ===========         ===========
</TABLE>

     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 the second quarter of 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 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.

      (C)   PRINCIPLES OF CONSOLIDATION

      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.

      (D)   USE OF ESTIMATES

      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, accounts receivable, trade notes payable, accounts payable, accrued
      liabilities, and other current liabilities approximate fair value because
      of their short maturities.


                                       5
<PAGE>

      (E)   FAIR VALUE OF FINANCIAL INSTRUMENTS

      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.

      (F)   LOSS PER COMMON SHARE

      The condensed consolidated financial statements as of September 30, 2004
      and for the nine months ended September 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 nine months ended September 30,
      2004 are not necessarily indicative of the results to be expected for the
      full year. The interim condensed consolidated financial statements should
      be read in conjunction with the audited year-end consolidated financial
      statements in the Company's annual report form 10-KSB.

NOTE 2 RELATED PARTY TRANSACTIONS

      During the nine months ended September 30, 2004, the Company received
      short-term non-interest bearing financing from a shareholders of the
      Company. The outstanding balance due to this shareholder as of September
      30, 2004 was $1,321,150 and is included in due to related parties in the
      accompanying condensed consolidated balance sheet. During the nine months
      ended September 30, 2004, The Company also received short-term
      non-interest bearing financing from three directors of the company
      totaling $497,305, which is also included in the due to related parties
      balance at September 30, 2004.

NOTE 3 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,
      SAB105 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 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 105,
      but does not anticipate a material impact on the financial statements.

NOTE 4 GOING CONCERN

      As reflected in the accompanying condensed consolidated financial
      statements, the Company has a net loss of $1,042,369 and a negative cash
      flow from operations of $1,316,346 for the nine months ended September 30,
      2004, and has a working capital deficiency of $2,019,283 and a
      stockholders' deficiency of $852,301 at September 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.


                                       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 for the year ended December 31, 2003.

FORWARD-LOOKING STATEMENTS

      Certain statements in this Quarterly Report on Form 10-QSB 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 ability to enter into financings to fund
our business plans, competition in our existing and potential future lines of
business, our lack of long-term purchase orders or commitment from our
customers, acceptance of optical storage and media products in the marketplace,
our inability to keep pace with rapid technological changes in the marketplace
in which we compete, especially in light of our need for available capital, 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.

BACKGROUND

      As of May 27, 2003, Visual Frontier, Inc., a Delaware corporation formerly
known as Air Test Technology, Inc. ("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

THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2003

      Revenues. Revenues for the three months ended September 30, 2004 were
$160,092 compared to $11,160 for the three months ended September 30, 2003. The
increase in revenues for the three months ended September 30, 2004 was due to an
increase in sales during such period as compared to the three months ended
September 30, 2003.

      Cost of Goods Sold. Cost of goods sold for the three months ended
September 30, 2004 was $32,510, or 20.3% of revenues, as compared to $21,835, or
195.6% of revenues, for the three months ended September 30, 2003. The increase
in cost of goods sold was due to an increase in sales during the three months
ended September 30, 2004.


                                       7
<PAGE>

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $189,453, or 118.3% of revenues, for the three
months ended September 30, 2004, as compared to $440,400, or 394.6% of revenues,
for the three months ended September 30, 2003. The decrease in selling, general
and administrative expenses was the result of the downsizing of our operations
due to a significant decrease in resources available to us.

      Research and Development Expenses. Research and development expenses were
$0 for the three months ended September 30, 2004 compared to $303,570 for the
three months ended September 30, 2003. The decrease in research and development
expenses was the result of our reducing our research and development efforts due
to a significant decrease in resources available to us.

      Net Loss. Net loss for the three months ended September 30, 2004 was
($188,050) compared to net loss of ($489,999) for the three months ended
September 30, 2003. The decrease in net loss was primarily due to the
significant decrease in research and development expenses and selling, general
and administrative expenses, partially offset by the increase in amortization
and depreciation expense.

NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 2003

      Revenues. Revenues for the nine months ended September 30, 2004 were
$313,014 compared to $11,160 for the nine months ended September 30, 2003. The
increase in revenues for the nine months ended September 30, 2004 was due to an
increase in sales during such period as compared to the nine months ended
September 30, 2003. This increase in sales during the nine months ended
September 30, 2004 as compared to the same period in 2003 was partially the
result of our commencing operations in the second quarter of 2003.

      Cost of Goods Sold. Cost of goods sold for the nine months ended September
30, 2004 was $226,156, or 72.3% of revenues, as compared to $21,835, or 195.6%
of revenues, during the nine months ended September 30, 2003. The increase in
cost of goods sold was due to the increase in sales during the nine months ended
September 30, 2004.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $831,201, or 265.5% of revenues, for the nine
months ended September 30, 2004, as compared to $505,177, or 4,526.7% of
revenues, for the nine months ended September 30, 2003. The increase in selling,
general and administrative expenses was primarily due to an increase in salary
expense for the nine months ended September 30, 2004 as a result of our
expansion in early 2004.

      Research and Development Expenses. Research and development expenses were
$40,350 for the nine months ended September 30, 2004 compared to $337,560 for
the nine months ended September 30, 2003. The decrease in research and
development expenses for the nine months ended September 30, 2004 was due to the
fact that planned research and development projects were completed in 2003 and
early 2004 and we reduced our research and development efforts thereafter due to
a significant decrease in resources available to us.

      Net Loss. Net loss for nine months ended September 30, 2004 was
($1,042,369) compared to net loss of ($556,579) for the nine months ended
September 30, 2003. While we increased our revenues and decreased research and
development expenses for the nine months ended September 30, 2004, the increases
in selling, general and administrative expenses and depreciation and
amortization resulted in the increase in net loss during this period.

LIQUIDITY AND CAPITAL RESOURCES

      As reflected in the accompanying condensed consolidated financial
statements, we have a net loss of $1,042,369 and a negative cash flow from
operating activities of $1,316,346 for the nine months ended September 30, 2004,
and has a working capital deficiency of $2,019,283 and a stockholders'
deficiency of $852,301 as of September 30, 2004. These factors raise substantial
doubt about our ability to continue as a going concern. The condensed
consolidated financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern. As of September 30,
2004, we had a cash balance of $2,641. Such cash and other proceeds will be
sufficient to satisfy our cash requirements only for approximately the next
three months, after which time we will need to obtain additional financing. We
can make no assurances that we will be able to obtain additional financing, or
that if we do obtain such financing, that the terms of such financing will be
commercially reasonable. If we obtain additional financing, the terms of such
financing may require the us to sell our equity securities or enter into
convertible debt arrangements. The sale of additional equity or convertible debt
could result in additional dilution to our stockholders. The outcome of these
uncertainties cannot be assured.


                                       8
<PAGE>

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
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.


                                       9
<PAGE>

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. We have not yet completed its evaluation of SAB No. 105, but
does not anticipate that SAB No. 105 will have a material impact on our
financial statements.

ITEM 3. CONTROLS AND PROCEDURES

      We maintain "disclosure controls and procedures," as such term is defined
under Exchange Act Rule 13a-15(e), that are designed to ensure that information
required to be disclosed in our Exchange Act reports is recorded, processed,
summarized, and reported within the time periods specified in the SEC's rules
and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosures. In
designing and evaluating the disclosure controls and procedures, our management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives and in reaching a reasonable level of assurance our management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. We have 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 our disclosure controls and
procedures as of September 30, 2004. Based upon their evaluation and subject to
the foregoing, the Chief Executive Officer and Chief Financial Officer concluded
that as of September 30, 2004 our disclosure controls and procedures were
effective at the reasonable assurance level in ensuring that material
information relating to us, is made known to the Chief Executive Officer and
Chief Financial Officer by others within our company during the period in which
this report was being prepared.

      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.


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<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

      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.


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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:  November 22, 2004              VISUAL FRONTIER, INC.

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

Dated:  November 22, 2004              By: /s/ Starcia Chang
                                          --------------------------------------
                                           Name:  Starcia Chang
                                           Title: Chief Financial Officer
                                                  and Secretary
                                                  (Principal Financial Officer)


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