<PAGE>

                       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, 2003

|_|  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
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

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

                           Air Test Technologies, Inc.
--------------------------------------------------------------------------------
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)


         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 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 |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares  outstanding  as of each of the  issuer's  classes of
common equity, as of the last practicable date: 44,400,000 shares

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



<PAGE>

                                                                        Page(s)




                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                     <C>
PART I. CONSOLIDATED FINANCIAL STATEMENTS................................................................2

         Item 1. Financial Statements....................................................................2

                  CONSOLIDATED BALANCE SHEET.............................................................2

                  CONSOLIDATED STATEMENTS OF OPERATIONS..................................................3

                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY..........................4

                  CONSOLIDATED STATEMENTS OF CASH FLOWS..................................................5

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS...................................6

         Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..10

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

PART II. OTHER INFORMATION..............................................................................12

         Item 1. Legal Proceedings......................................................................12

         Item 2. Changes in Securities and Use of Proceeds..............................................12

         Item 3. Defaults Upon Senior Securities........................................................12

         Item 4. Submission of Matters to a Vote of Security Holders....................................12

         Item 5. Other Information......................................................................12

         Item 6. Exhibits and Reports on Form 8-K.......................................................12
</TABLE>


                                       i

<PAGE>


                                    PART I.
                        CONSOLIDATED FINANCIAL STATEMENTS

Item 1. Financial Statements

                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      (FORMERLY AIR TEST TECHNOLOGY, INC.)
                     (A DEVELOPMENT STAGE COMPANY) CONDENSED
                           CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2003


                                     ASSETS
                                     ------

CURRENT ASSETS

   Cash                                                                $  4,289

   Prepaid expenses                                                      24,286

   Other current assets                                                     895
                                                                       --------
TOTAL ASSETS                                                           $ 29,470
                                                                       ========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES

   Accrued expenses                                                    $ 59,669

   Other current liabilities                                              4,153
                                                                       --------
     Total Current Liabilities                                           63,822
                                                                       --------
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                                            24,131

   Accumulated deficit during development stage                         (62,923)
                                                                       --------
     Total Stockholders' Deficiency                                     (34,352)
                                                                       --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                         $ 29,470
                                                                       ========

      See accompanying notes to condensed consolidated financial statements


                                       2
<PAGE>



                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      (FORMERLY AIR TEST TECHNOLOGY, INC.)
                     (A DEVELOPMENT STAGE COMPANY) CONDENSED
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                            For The Three       For The Period
                                               and Six      From August 16, 2002
                                            Months Ended       (Inception) To
                                           June 30, 2003       June 30, 2003
                                            ------------       ------------

INCOME                                      $         --       $         --
                                            ------------       ------------
EXPENSES

   General and administrative                     62,927             62,927
                                            ------------       ------------
TOTAL EXPENSES                                    62,927             62,927
                                            ------------       ------------
LOSS FROM OPERATIONS                             (62,927)           (62,927)
                                            ------------       ------------
OTHER INCOME

   Interest income                                     4                  4
                                            ------------       ------------
LOSS BEFORE INCOME TAXES                         (62,923)           (62,923)
                                            ------------       ------------
PROVISION FOR INCOME TAXES                            --                 --
                                            ------------       ------------
NET LOSS                                    $    (62,923)      $    (62,923)
                                            ------------       ------------
Net loss per share - basic and diluted      $         --       $         --
                                            ------------       ------------
Weighted average number of shares
outstanding during the
period - basic and diluted                    37,586,667         36,898,113
                                              ==========         ==========

      See accompanying notes to condensed consolidated financial statements


                                       3
<PAGE>


                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      (FORMERLY AIR TEST TECHNOLOGY, INC.)
                     (A DEVELOPMENT STAGE COMPANY) CONDENSED
                            CONSOLIDATED STATEMENT OF
                       CHANGES IN STOCKHOLDERS' DEFICIENCY
        FOR THE PERIOD FROM AUGUST 16, 2002 (INCEPTION) TO JUNE 30, 2003




<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                      Accumulated
                                           Common Stock              Additional         During
                                     --------------------------       Paid-In         Development
                                       Shares          Amount         Capital            Stage            Total
                                     ----------      ----------      ----------       ----------       ----------
<S>                                  <C>             <C>             <C>              <C>              <C>
Common stock issued for cash at
   inception                         36,000,000      $    3,600      $   24,971       $       --       $   28,571

Recapitalization as a result of
   merger in May 2003                 8,400,000             840            (840)              --               --

Net loss                                     --              --              --          (62,923)         (62,923)
                                     ----------      ----------      ----------       ----------       ----------
BALANCE, JUNE 30, 2003               44,400,000      $    4,440      $   24,131       $  (62,923)      $  (34,352)
                                     ==========      ==========      ==========       ==========       ==========
</TABLE>


      See accompanying notes to condensed consolidated financial statements



                                       4
<PAGE>

                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      (FORMERLY AIR TEST TECHNOLOGY, INC.)
                     (A DEVELOPMENT STAGE COMPANY) CONDENSED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                 For the Period
                                                                                                      From
                                                                                   For the Six   August 16, 2002
                                                                                   Months Ended   (Inception) to
                                                                                  June 30, 2003    June 30, 2003
                                                                                  -------------   -------------
<S>                                                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                               $(62,923)      $(62,923)

   Net loss

   Adjustments to reconcile net loss to net cash used in operating activities:

   Changes in operating assets and liabilities:

   Prepaid expenses                                                                  (24,286)       (24,286)

   Other current assets                                                                 (895)          (895)

   Accrued expenses                                                                   59,669         59,669

   Other current liabilities                                                           4,153          4,153
                                                                                    --------       --------
     Net Cash Used In Operating Activities                                           (24,282)       (24,282)
                                                                                    --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES                                                      --             --
                                                                                    --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from issuance of common stock                                           28,571         28,571

     Net Cash Provided By Financing Activities                                        28,571         28,571
                                                                                    --------       --------
NET INCREASE IN CASH                                                                   4,289          4,289

CASH - BEGINNING OF PERIOD                                                                --             --
                                                                                    --------       --------
CASH - END OF PERIOD                                                                $  4,289       $  4,289
                                                                                    ========       ========
</TABLE>


      See accompanying notes to condensed consolidated financial statements


                                       5
<PAGE>

                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      (FORMERLY AIR TEST TECHNOLOGY, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003

NOTE 1            ORGANIZATION AND DESCRIPTION OF BUSINESS

                  On May 27, 2003,  Visual Frontier,  Inc.,  ("Visual" or "legal
                  acquirer"  or  the  "Company")  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 sale of
                  electronic products.

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

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

                  Accordingly, the financial statements include the following:

                  (1)      The balance  sheet  consists of the net assets of the
                           legal acquirer at historical  cost and the net assets
                           of the accounting acquiree at historical cost.

                  (2)      The  statements of operations  include the operations
                           of the accounting  acquiree for the periods presented
                           and the  operations  of the legal  acquirer  from the
                           date of the  merger.  The  Company  did not  have any
                           operations  for the quarter  ended March 31, 2003 and
                           therefore  a  statement  of  operations  has not been
                           presented for this period.

NOTE 2   BASIS OF PRESENTATION

                  The accompanying  unaudited condensed  consolidated  financial
                  statements  have been  prepared in accordance  with  generally
                  accepted accounting principles in the



                                       6
<PAGE>

                  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.  Comparative
                  information  from the fiscal year ended  December  31, 2002 is
                  not  presented  as the  Company  did not have  any  operations
                  during 2002.

                  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  statements
                  presentation.  The  results  for the  interim  period  are not
                  necessarily  indicative  of the results to be expected for the
                  year.

NOTE 3            PRINCIPLES OF CONSOLIDATION

                  The accompanying  condensed  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.

NOTE 4            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  (A) Use of Estimates

                  In preparing financial statements in conformity with generally
                  accepted  accounting   principles  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.

                  (B) Cash

                  Cash consists of deposits held in financial institutions.

                  (C) Revenue Recognition

                  Revenues from sales of products are recognized  when goods are
                  shipped to customers.

                  (D) Income Taxes

                  The Company  accounts for income taxes under the FASB SFAS No.
                  109  "Accounting  for  Income  Taxes".  Under  SFAS  No.  109,
                  deferred tax assets and  liabilities  are  recognized  for the
                  future tax  consequences  attributable to differences  between
                  the financial  statement  carrying  amounts of existing assets
                  and liabilities and their  respective tax basis.  Deferred tax
                  assets and  liabilities  are measured  using enacted tax rates
                  expected  to apply to  taxable  income  in the  years in which
                  those  temporary  differences  are expected to be recovered or
                  settled.



                                       7
<PAGE>

                  Under  SFAS No.  109,  the effect on  deferred  tax assets and
                  liabilities  of a change in tax rates is  recognized in income
                  in the period that includes the enactment  date.  There was no
                  current  or  deferred  income tax  expense or benefit  for the
                  period ended June 30, 2003.

                  (E) Earnings (Loss) Per Share

                  Basic net  income 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.

                  (F) Property, Plant and Equipment

                  Property,   plant  and  equipment  are  stated  at  cost  less
                  accumulated depreciation.  Depreciation of property, plant and
                  equipment is computed using the straight-line  method over the
                  estimated useful lives of the assets.

                  Gains and losses on disposal of property,  plant and equipment
                  are recorded as  non-operating  income or  expenses.  Interest
                  from  borrowings   obtained  to  finance  the  acquisition  or
                  construction of property,  plant and equipment is capitalized.
                  Maintenance  and repairs are  expensed  when  incurred;  major
                  additions,   improvements  and  replacement  expenditures  are
                  capitalized.

                  (G) Impairment of Long-Lived Assets

                  The Company  reviews  long-lived  assets for impairment  under
                  SFAS No. 144,  "Accounting  for the  Impairment or Disposal of
                  Long-Lived  Assets." Long-lived assets to be held and used are
                  reviewed  for  impairment   whenever   events  or  changes  in
                  circumstances  indicate  that the carrying  amount of an asset
                  may not be  recoverable.  The carrying  amount of a long-lived
                  asset  is  not  recoverable  if it  exceeds  the  sum  of  the
                  undiscounted  cash flows  expected  to result from the use and
                  eventual  disposition  of the asset.  Long-lived  assets to be
                  disposed of are  reported  at the lower of carrying  amount or
                  fair value less cost to sell.

                  (H) Foreign Currency Translation

                  The  functional  currency of Visual is the New Taiwan  dollar.
                  Financial  statements  for this  entity  are  translated  into
                  United States dollars at year-end  exchange rates as to assets
                  and  liabilities  and weighted  average  exchange  rates as to
                  revenues and  expenses.  Capital  accounts are  translated  at
                  their historical exchange rates when the capital  transactions
                  occurred. Due to the relative short period of operations,  the
                  foreign currency translation was immaterial.

                  (I) Comprehensive Income (Loss)



                                       8
<PAGE>

                  The Company accounts for Comprehensive Income (Loss) under the
                  SFAS No. 130, "Reporting  Comprehensive  Income". SFAS No. 130
                  establishes   standards  for  reporting  and  the  display  of
                  comprehensive income and its components.

                  The foreign  currency  translation  gain (loss) resulting from
                  the   translation  of  the  financial   statements  of  Visual
                  expressed in New Taiwan  dollars to United States  dollars was
                  immaterial and would be reported as Other Comprehensive Income
                  (Loss) in the  Statements  of  Operations  and as  Accumulated
                  Other Comprehensive  Income (Loss) in the Statement of Changes
                  in Stockholders' Deficiency.

                  (J) Recent Accounting Pronouncements

                  In December  2002,  the 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 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 June 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



                                       9
<PAGE>

                  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 this Statement
                  is 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, 2003.

                  Management  does not expect the impact from these  statements'
                  pronouncements  to have a  material  impact  on the  Company's
                  consolidated financial position or results of operations.

NOTE 5            SUBSEQUENT EVENTS

                  In August  2003,  the  Company  received  $1,142,857  from a
                  shareholder  to fund  operations.  The Company is  currently
                  working  on  formalizing  the terms of the  transaction,  in
                  which the shareholder will receive stock in exchange for the
                  money.

Item 2.           Plan of Operations

         As of June 30, 2003, we have  generated  limited  revenues and will not
generate any  meaningful  revenue until we fully develop our products and expand
our marketing  offerings.  Since inception we incurred a net loss of $62,923. We
are subject to all of the risks,  expenses,  delays,  problems and  difficulties
frequently encountered in the establishment of a new business.

         As of June 30,  2003,  we had a cash  balance of $4,289.  Based on such
proceeds and other cash resources,  we believe we have maintained our operations
to date as currently conducted but such proceeds and other resources will not be
sufficient  to satisfy our cash  requirements  for the next twelve (12)  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 and our units which combine  certain  CD-RW/DVD/HDD/MP3  functions  and/or
develop  or  acquire  additional  business  operations.  We  do  not  anticipate
performing  significant  product research and development or purchasing plant or
significant  equipment  during the next  twelve  months.

Item 3.         Controls and Procedures


                                       10
<PAGE>


         The Company maintains a system of internal controls and procedures that
are designed to provide  reasonable  assurance that  information  required to be
disclosed  by the  Company  in the  reports  that the  Company  files  under the
Exchange Act are recorded,  processed,  summarized and reported  within required
time periods.  The Company's  President and General  Manager and Chief Financial
Officer have evaluated the  effectiveness of the Company's  disclosure  controls
and  procedures as to the end of the period covered by this report and have each
concluded that as of the  evaluation  date,  such controls and  procedures  were
effective,  in all material respects, to ensure that required information in the
reports  the Company  files and  submits  under the  Exchange  Act is  recorded,
processed,  summarized and reported as and when required. Subsequent to the date
of the  Company's  evaluation,  there  have been no  significant  changes to the
Company's internal controls or in other factors that could significantly  affect
the Company's internal controls.




                                       11
<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
                  None

Item 6.           Exhibits and Reports on Form 8-K
The following exhibits are filed as part of the Quarterly Report on Form 10-QSB:
Exhibit
No.      Description
31.      Certifications  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
         2002
32.      Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

A report was filed on Form 8-K on June 6, 2003,  under the former  name Air Test
Technology,  Inc.  Under Item 2.  Acquisition  or  Disposition  of  Assets,  the
consummation of the Stock Purchase Agreement with Visual Frontier (BVI) Ltd. was
reported.


                                       12
<PAGE>

                                   SIGNATURES

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






Dated:  August 25, 2003             VISUAL FRONTIER, INC.


                                    By: /s/ Moreal Chu
                                        ---------------------------------------
                                        Name: Moreal Chu
                                        Title: President and General Manager




                                       13