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  March 31, 2002
                                         --------------

[ ]  Transition report under Section 13 or 15(d) of the Exchange Act

     For  the  transition  period  from ___________ to ___________

     Commission file number          0-27043
                           -----------------------------------------------------

                                E-VIDEOTV, INC.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

          Delaware                                           51-0389325
--------------------------------                     ---------------------------
(State or Other Jurisdiction of                              IRS Employer
Incorporation or Organization)                            Identification No.)

        7333 East Doubletree Ranch Road, Suite 205, Scottsdale, AZ 85258
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                  602-421-9165
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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

     Check  whether  the  issuer:  (1) filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act 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
    ---           ---

                     APPLICABLE ONLY TO ISSUERS INVOLVED IN
                        BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.

Yes           No
    ---           ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS
     State  the  number of shares outstanding of each of the issuer's classes of
common  shares,  as  of  the  latest  practicable  date:  31,188,882
     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes           No   X
    ---           ---


<PAGE>
                                E-VIDEOTV, INC.
                                   FORM 10-QSB
                  FOR THE QUARTERLY PERIOD ENDED March 31,2002

                                TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . .      2

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

     Item 2.     Management's Discussion and Analysis and Plan of
                 Operation. . . . . . . . . . . . . . . . . . . . . . . .      1

PART II  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . .      3

     Item 1.     Legal Proceedings. . . . . . . . . . . . . . . . . . . .      3

     Item 2.     Changes in Securities. . . . . . . . . . . . . . . . . .      3

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

     Item 4.     Submission of Matters to a Vote of Security Holders. . .      3

     Item 5.     Other Information. . . . . . . . . . . . . . . . . . . .      3

     Item 6.     Exhibits and Reports on Form 8-K.. . . . . . . . . . . .      3

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4



                                     PART I
                              FINANCIAL INFORMATION
ITEM 1.     FINANCIAL STATEMENTS.

The following financial statements are included as part of this quarterly
report:

Unaudited Consolidated Balance Sheet at March 31, 2002 and December 31, 2001.
Unaudited Consolidated Statement of Operations for the period from inception,
March 5, 1999, to March 31, 2002, and the three months ended March 31, 2002 and
2001.

Unaudited Consolidated Statement of Cash Flows for the period from inception,
March 5, 1999, to March 31, 2002, and the three months ended March 31, 2002 and
2001.

Notes to the Unaudited Consolidated Financial Statements . . . . . . . . . . . .


<PAGE>
<TABLE>
<CAPTION>
e-VideoTV,  Inc.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed  in  U.S.  Dollars)


                                                                                     March 31     December 31
                                                                                       2002           2001
==============================================================================================================
                                                                                    (unaudited)    (audited)
<S>                                                                                <C>            <C>
ASSETS
Current
  Cash                                                                             $     11,540   $         -
  Prepaid expenses                                                                        4,225         4,225
                                                                                   -------------  ------------
                                                                                         15,765         4,225

Advances to Ziracom Digital Communications, Inc. (Note 3)                                     -       269,744
Non-current receivables (Note 4)                                                         84,800        32,500
Computer equipment (net of accumulated depreciation of $42,915
  (2001:  $22,398))                                                                      42,966        21,097
Software development costs (net of accumulated amortization of $10,898)                 624,769             -

Debt issue costs (Note 7)                                                                88,840       113,782
                                                                                   -------------  ------------

                                                                                   $    857,140   $   441,348
                                                                                   =============  ============

==============================================================================================================

LIABILITIES
Current
  Accounts payable and accrued liabilities (Note 5)                                $    322,174   $   233,341
  Loans from related parties (Note 6)                                                    83,173       102,713
  Convertible debentures (Note 7)                                                       337,602       237,667
  Current portion of deferred revenue                                                    60,000
  Loan payable (Note 9)                                                                       -       100,139
                                                                                   -------------  ------------

                                                                                        802,949       673,860

Non-current deferred revenue                                                            320,000             -
                                                                                   -------------  ------------
                                                                                      1,122,949       673,860
                                                                                   -------------  ------------
SHAREHOLDERS' DEFICIENCY
Capital stock (Note 8)
  Issued and outstanding:
  31,188,882 (2001:  18,397,743) common shares                                            3,119         1,840
  Additional paid-in capital                                                          5,481,270     5,151,439
  Share subscriptions                                                                    79,200        79,200
                                                                                   -------------  ------------

                                                                                      5,563,589     5,232,479
Deficit accumulated during the development stage                                     (5,829,398)   (5,464,991)
                                                                                   -------------  ------------
                                                                                       (265,809)     (232,512)
                                                                                   -------------  ------------

                                                                                   $    857,140   $   441,348
                                                                                   =============  ============

==============================================================================================================

Continuance  of  operations  (Note  1)
Commitments  (Note  11)
Contingency  (Note  12)
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
e-VideoTV,  Inc.
(A  Development  Stage  Company)
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
(Expressed  in  U.S.  Dollars)


                                                             Cumulative       Quarter        Quarter
                                                            March 5, 1999      Ended          Ended
                                                             to March 31      March 31      March 31
                                                                2002            2002          2001
======================================================================================================
<S>                                                        <C>              <C>           <C>
Revenue                                                    $       20,000   $    20,000   $         -
                                                           ---------------  ------------  ------------

General and administrative expenses
  Compensation expense for stock options                          408,583        16,000             -
  Corporate promotion                                             278,534        18,415        23,289
  Depreciation and amortization                                   646,770        20,600        76,839
  General corporate expenses                                      185,627        10,228        21,978
  Interest expense                                                587,630       196,613             -
  Management and consulting fees                                1,267,025        53,287       183,186
  Office expenses                                                 207,781        19,120        14,460
  Professional fees                                               368,831        21,634        15,647
  Rent                                                            152,483        17,751        16,763
  Royalties                                                       250,000             -             -
  Travel                                                          190,573        10,759         6,031
                                                           ---------------  ------------  ------------

                                                                4,543,837       384,407       358,193

Write-off of distribution rights and software development
  costs                                                         1,316,935             -             -

Interest income                                                   (11,374)            -             -
                                                           ---------------  ------------  ------------

                                                                5,849,398       384,407       358,193
                                                           ---------------  ------------  ------------

Net loss                                                   $    5,829,398   $   364,407   $   358,193
                                                           ===============  ============  ============

Weighted average number of common shares
  Outstanding                                                                24,108,557    16,757,072
                                                                            ============  ============

Net loss per share, basic and diluted                                       $     (0.02)  $     (0.02)
                                                                            ============  ============
======================================================================================================
</TABLE>



        See accompanying notes to the consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>
e-VideoTV, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed  in  U.S.  Dollars)


                                                                        Cumulative      Quarter     Quarter
                                                                       March 5, 1999     Ended       Ended
                                                                        to March 31     March 31    March 31
                                                                           2002           2002        2001
=============================================================================================================
<S>                                                                   <C>              <C>         <C>
CASH DERIVED FROM (APPLIED TO)

  OPERATING
    Net loss for period                                               $   (5,829,398)  $(364,407)  $(358,193)
    Compensation expense for stock options                                   408,583      16,000           -
    Write-off of distribution rights and software development costs        1,316,935           -           -
    Depreciation and amortization                                            656,704      20,600      77,886
    Amortization of debenture discount                                       530,217     177,727           -
    Debenture Interest paid in shares                                          3,881       2,606           -
    Management fee paid in shares                                            238,000           -           -
    Subscription of shares for services                                       25,200           -           -
    Deferred revenue                                                         (20,000)    (20,000)          -
    Change in non-cash operating capital
      Receivables and prepaids                                                14,811       6,432      (5,722)
      Prepaid royalties                                                            -           -    (210,783)
      Payables and accruals                                                  258,932       3,821      68,629
                                                                      ---------------  ----------  ----------
                                                                          (2,396,135)   (157,221)   (428,181)
                                                                      ---------------  ----------  ----------
  FINANCING
    Proceeds from issuance of common shares                                1,538,101           -           -
    Shares subscribed                                                              -           -     425,000
    Convertible debentures issued                                          1,000,000           -           -
    Convertible debenture issue costs                                       (163,250)          -           -
    Loans from related parties                                               142,673     (19,540)      4,794
    Loans from parent company prior to acquisition                           115,000           -           -
    Loan payable                                                                   -    (100,139)          -
    Cash acquired on acquisition of parent company                         1,001,481           -           -
                                                                      ---------------  ----------  ----------
                                                                           3,634,005    (119,679)    429,794
                                                                      ---------------  ----------  ----------
  INVESTING
    Advances to Ziracom Digital Communications, Inc.                          76,843     346,587           -
    Non-current receivables                                                  (84,800)    (52,300)          -
    Computer equipment                                                       (49,342)     (5,847)     (1,356)
    Distribution rights                                                     (300,000)          -           -
    License                                                                 (445,000)          -           -
    Software development                                                    (424,031)          -           -
                                                                      ---------------  ----------  ----------
                                                                          (1,226,330)    288,440      (1,356)
                                                                      ---------------  ----------  ----------
Net increase in cash                                                          11,540      11,540         257
Cash, beginning of period                                                          -           -       2,276
                                                                      ---------------  ----------  ----------
Cash, end of period                                                   $       11,540   $  11,540   $   2,533
                                                                      ===============  ==========  ==========

NON-CASH ACTIVITIES NOT INCLUDED IN CASH FLOWS
  Shares issued to pay management fees                                $      238,000   $       -   $       -
  Shares issued on conversion of debentures                           $      118,204   $  52,850   $       -
  Debenture interest paid in shares                                   $        3,881   $   2,606   $       -
  Shares issued to settle loan from related party                     $       59,500   $       -   $       -
  Shares subscribed to settle trade payables                          $       54,000   $       -   $  54,000
  Shares cancelled on termination of license                          $       30,163   $       -   $       -
  Shares issued to acquire license                                    $      791,773   $       -   $       -
  Compensation expense for stock options                              $      408,583   $  16,000   $       -
  Cancellation of loans from parent company on acquisition            $      115,000   $       -   $       -
  Value of shares issued in excess of cash acquired on
    acquisition of parent company                                     $       95,374   $       -   $       -
  Shares issued to acquire Ziracom (Note 3)                           $      259,654   $ 259,654   $       -

=============================================================================================================
</TABLE>

See accompanying notes to the consolidated financial statements


<PAGE>
e-VideoTV,  Inc.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  U.S.  Dollars)
March  31,  2002
(Unaudited)
================================================================================

1.   BASIS  OF  PRESENTATION

The  company  was incorporated in the state of Delaware, U.S.A. on July 25, 1997
under  the  name Oro Rico Mining Corporation.  On August 25, 1997, ORM, Inc., an
inactive  company incorporated in Colorado on July 25, 1997, was merged into the
company.  The  name of the company was changed to Asia Pacific Enterprises, Inc.
on  October  16,  1997  and  to  e-VideoTV,  Inc.  on  August  6,  1999.

On  June  23, 1999 the company acquired all of the outstanding shares of e-Video
U.S.A., Inc.  This business combination has been accounted for as an acquisition
of  the  company  by  e-Video  U.S.A.,  Inc.

The  company  had previously commenced its planned principal operations although
it had not yet earned any revenue.  The company's previous operational focus was
to  secure  licensing  operators for its Faster-Than-Real-Time ("FTRT") video on
demand  service.  To  that  end,  management  devoted  substantially  all of the
company's  resources  to  the identification and qualification of such potential
licenses.

In  November  2001, the company changed its operational focus from the licensing
of  FTRT  video  on  demand service to focus on the acquisition of technologies,
especially  in  the  field  of video compression, and sell these technologies to
interested  parties and/or enter into reseller agreements.  The company has sold
its  exclusive license rights in the U.S.A. for analog copy protection for video
transmissions  received  in  FTRT  back to Macrovision Corporation.  The company
still  has  its  agreement  with  U.S.A.  Video Interactive Corp. to exclusively
sub-license  their  "Store  and Forward Video System" patent in areas related to
digital  set-top  boxes with hard-drives in the U.S.A. (Note 11). This agreement
has  yet  to  be  completed.

The  company  has  acquired,  through  its  acquisition  of  Ziracom  Digital
Communications,  Inc.  ("Ziracom")  (Note 3), video compression technology.  The
Alpha-Omega CODEC uses a set of proprietary algorithms to analyse a video signal
and  determine  how  best  to apply its selection of compression techniques. The
compression  techniques  utilized  in  Alpha-Omega  include MPEG-Discrete Cosine
Transforms,  Wavelet  Transforms,  Color  Tables,  Color Quantization, and Video
Masking.  The company has commenced its new planned principal operations and has
generated  revenues  in  the first quarter of $20,000. This is revenue earned by
Ziracom  from  the  sale of a five (5) year license for a total consideration of
$400,000.  All  funds  were  paid  in  January  2002.

These  financial  statements  have  been  prepared  on  the  basis of accounting
principles  applicable  to  a  going concern which assumes that the company will
continue  to  operate for the foreseeable future and will be able to realize its
assets  and  discharge  its liabilities in the normal course of operations.  The
company's  continued existence is dependent upon its ability to raise additional
capital  and  to  ultimately  achieve profitable operations.  It is management's
intention  to obtain debt and equity financing to fund the continued development
of  the  Ziracom  compression technologies as well as the acquisition of related
technologies.

If  the  going  concern  assumptions  were  not  appropriate for these financial
statements, then adjustments would be necessary in the carrying values of assets
and  liabilities,  the  reported  expenses and the balance sheet classifications
used.


<PAGE>
e-VideoTV,  Inc.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  U.S.  Dollars)
March  31,  2002
(Unaudited)
================================================================================

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS  OF  PRESENTATION

These  unaudited consolidated financial statements are presented in U.S. dollars
in accordance with accounting principles generally accepted in the United States
of  America  and  have  been  prepared  on  the same basis as the annual audited
consolidated  financial  statements.

In  the  opinion  of management, these audited consolidated financial statements
reflect  all adjustments  (consisting of normal recurring adjustments) necessary
for  a  fair  presentation  for  each  of  the periods presented. The results of
operations  for  interim periods are not necessarily indicative of results to be
achieved  for  full  fiscal  years.

As contemplated by the Securities and Exchange Commission (SEC) under Rule 10-01
of  Regulation  S-X,  the  accompanying  consolidated  financial  statements and
related  footnotes  have  been  condensed and do not contain certain information
that  will be included in the company's annual consolidated financial statements
and  footnotes.  For  further  information,  refer to the consolidated financial
statements  and related footnotes for the years ended December 31, 2001 and 2000
included  in  the  company's  Annual  Report  on  Form  10-KSB.

SOFTWARE  DEVELOPMENT  COSTS

In  accordance  with  Statement  of  Financial  Accounting  Standards  (FAS) 86,
Accounting  for  the Costs of Computer Software to be Sold, Leased, or Otherwise
Marketed,  the  company  has  capitalized  certain computer software development
costs  upon  the  establishment  of  technological  feasibility.  Technological
feasibility is considered to have occurred upon completion of a detailed program
design  which  has  been confirmed by documenting and tracing the detail program
design to product specifications and has been reviewed for high-risk development
issues,  or  to  the  extent  a  detailed  program  design  is not pursued, upon
completion  of  a  working  model  that  has  been  confirmed  by  testing to be
consistent  with  the  product  design.  Amortization  is  provided based on the
greater  of  the  ratios  that  current gross revenues for a product bear to the
total  of current and anticipated future gross revenues for that product, or the
straight  line  method  over the estimated useful life of the product commencing
upon  technological feasibility. The estimated useful life for the straight-line
method  is  determined  to  be  five  years.

Management  regularly  reviews  the  carrying  value of its software development
costs  to  assess  whether  or  not there has been an impairment in its carrying
value.  When  the  carrying  values  of  these assets exceed their estimated net
recoverable  amounts,  an  impairment  provision  is  recorded.

RECENT  ACCOUNTING  PRONOUNCEMENTS

SFAS 141 and 142

On  July  20,  2001,  the  Financial  Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 141, Business Combinations,
and  SFAS  142, Goodwill and Intangible Assets. SFAS 142 is effective for fiscal
years  beginning  after  December  15, 2001; however, certain provisions of this
statement apply to goodwill and other intangible assets acquired between July 1,
2001  and  the  effective date of SFAS 142. Major provisions of these Statements
and  their  effective  dates  for  the  company  are  as  follows:


<PAGE>
e-VideoTV,  Inc.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  U.S.  Dollars)
March  31,  2002
(Unaudited)
================================================================================

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

  -  all  business  combinations  initiated  after  June  30,  2001 must use the
     purchase method of accounting. The pooling of interest method of accounting
     is  prohibited  except  for  transactions  initiated  before  July 1, 2001;
  -  intangible  assets  acquired  in  a  business  combination must be recorded
     separately  from  goodwill  if  they  arise from contractual or other legal
     rights  or  are  separable  from  the  acquired  entity  and  can  be sold,
     transferred,  licensed, rented or exchanged, either individually or as part
     of  a  related  contract,  asset  or  liability;
  -  effective  January  1, 2002, goodwill and intangible assets with indefinite
     lives  will  be  tested  for  impairment  annually and whenever there is an
     impairment  indicator;
  -  all  acquired  goodwill must be assigned to reporting units for purposes of
     impairment  testing  and  segment  reporting.

The  company  has followed SFAS 141 and 142 in accounting for its acquisition of
Ziracom  Digital  Communications  Inc.  (Note  3).

SFAS  143  and  144

In  July  2001,  FASB  issued  SFAS  No  143,  Accounting  for  Asset Retirement
Obligations.  This  statement  addresses  financial accounting and reporting for
obligations  associated with the retirement of tangible long-lived assts and the
associated  asset  retirement  costs. This Statement applies to all entities. It
applies to legal obligations associated with the retirement of long-lived assets
that result from the acquisition, construction, development, and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees. This
Statement  is  effective  for  financial  statements  issued  for  fiscal  years
beginning  after  June  15,  2002.

In  August  2001,  the FASB issued SFAS No 144, Accounting for the impairment or
Disposal  of Long-Lived Assets. The statement addresses financial accounting and
reporting  for  the  impairment  or disposal of long-lived assets and supersedes
FASB  Statement  No  121, Accounting for the impairment of Long-Lived Assets and
for  Long-Lived  Assets  to  Be Disposed Of. The provisions of the statement are
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15,  2001.

The  Company is evaluating the impact of the adoption of these standards and has
not  yet determined the effect of adoption on its financial position and results
of  operations.

================================================================================

3.   ACQUISITION

Pursuant to a Share Purchase Agreement entered into between the Company, Ziracom
Digital Communications Inc, and its shareholders, the company agreed to purchase
all of Ziracoms' outstanding common shares for 8,655,139 of the Company's common
shares.

Ziracom  shareholders will also receive additional shares should earnings before
interest,  taxes,  depreciation  and amortization exceed $500,000 for the period
August  1, 2001 and August 31, 2002. Shares priced at their closing bid price on
August  31, 2002 would be issued in an amount that equaled the amount of Ziracom
earnings  as  determined  above.  Should  these  shares  be issued, they will be
recorded  at  an  estimate  of  their  fair  value  upon  issuance.

As  a result of this transaction, Ziracom will become a subsidiary of e-VideoTV,
Inc.  The  transaction  has  been  accounted for by the purchase method with the
company  as  the  acquirer.  The  results  of  Ziracom's operations are included
subsequent  to  its  acquisition  date  on  February  14,  2002.


<PAGE>
e-VideoTV,  Inc.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
(Expressed  in  U.S.  Dollars)
March  31,  2002
(Unaudited)
================================================================================

3.   ACQUISITION  (Continued)

Net  identifiable  assets  acquired:

     Receivables                          $  83,275
     Capital assets                          25,724
     Software development costs             635,667
     Payables and accruals                  (85,012)
     Deferred revenue                      (400,000)
                                           ---------

                                          $ 259,654
Consideration                              =========

     8,655,139  common  shares            $ 259,654
                                           =========

If  the  acquisition of Ziracom had occurred at the beginning of the fiscal year
2002,  the company's net loss would have increased by $5,521. If the acquisition
had  occurred  at  the  beginning of the previous fiscal year, the company's net
loss  would  have  increased  by  approximately  $1,500,000.

================================================================================

4.   NON-CURRENT  RECEIVABLES

As  at  March  31,  2002,  the  company had advanced $80,500 (December 31, 2001:
$32,500) to companies that it is considering either acquiring or entering into a
business  relationship  with. These loans bear no interest and have no set terms
of  repayment.

================================================================================
<TABLE>
<CAPTION>
5.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
                                                  March 31  December 31
                                                    2002         2001
                                                 ---------  ------------
<S>                                              <C>        <C>
Accrued management fees (Note 10)                $  82,500  $     70,000
Trade payables and accrued liabilities             239,674       163,341
                                                 ---------  ------------

                                                 $ 322,174  $    233,341
                                                 =========  ============
</TABLE>

================================================================================
<TABLE>
<CAPTION>
6.   LOANS FROM RELATED PARTIES                                       March 31  December 31
                                                                        2002       2001
                                                                     ---------  ------------
<S>                                                                  <C>        <C>
Non-interest bearing loans from directors with no specific terms of
repayment                                                            $  59,173  $     78,713
Loans from shareholders bearing no interest, unsecured
  and repayable at $3,000 per month.  At March31, 2002,
  the company's payments under this loan are seven months
  in arrears                                                            24,000        24,000
                                                                     ---------  ------------
                                                                     $  83,173  $    102,713
                                                                     =========  ============
</TABLE>


<PAGE>
e-VideoTV,  Inc.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  U.S.  Dollars)
March  31,  2002
(Unaudited)
================================================================================

7.   CONVERTIBLE  DEBENTURES

On  July  6,  2001, the company received $1,000,000 from the sale of convertible
debentures and warrants to purchase up to 666,666 shares of the company's common
stock  (Note 8).  The principal on the debentures is due June 6, 2003.  Interest
at  8%  per  annum  on  the  debenture  principal  outstanding  is due quarterly
commencing  September  30,  2001.  The  debentures  and  any  unpaid and accrued
interest  may be converted at the option of the holder into common shares of the
company.  The conversion price per share is the lesser of $0.4747 and 80% of the
average of the three lowest closing prices of the common shares on the principal
market  where  the  shares trade for the sixty trading days prior to conversion.

The  company may redeem the convertible debentures on five days notice by paying
the  holders  190%  of  the  principal  outstanding plus accrued interest.  Upon
receiving  the  repayment  notice,  the  debenture  holders  have  the option of
converting  the  debentures  to  common  shares  within  five  days.

The  company has determined the fair value of the warrants to be $486,600, using
the  Black  Scholes option-pricing model.  This warrant value is reflected as an
addition  to  paid-in  capital  and  a  discount  to  the  debenture  principal.

The  debentures  contain  a "beneficial conversion" feature as the fair value of
the  underlying  stock  was  greater than the fair value of the debenture at the
date  of  issuance.  The  value  of  the  beneficial conversion feature has been
calculated  as  $513,400,  which  has  been recognized as an addition to paid-in
capital  and  a  discount  to  the  debenture  principal.

The  discounts  to  the  debenture  principal are amortized over the life of the
debentures as interest expense.  Any unamortized discounts related to debentures
converted  to common stock are written off as interest expense at the conversion
date.

The  company  incurred  $163,750 in cash commissions and expenses related to the
issuance  of  the debentures, which has been recognized as a deferred cost to be
amortized  by  the  interest  method  over the term of the debt. Any unamortized
issue  costs  related to debentures converted to common stock are written off as
interest  expense  at  the  conversion  date.


<PAGE>
e-VideoTV,  Inc.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  U.S.  Dollars)
March  31,  2002
(Unaudited)
================================================================================

7.   CONVERTIBLE  DEBENTURES  (Continued)

The following table summarizes the activity in the debentures to March 31, 2002.

<TABLE>
<CAPTION>
                                                 Convertible Debentures
                                         --------------------------------------
                                                                                  Deferred
                                          Original     Unamortized    Net Book     Issue
                                          Principal     Discounts      Value       Costs
                                         -----------  -------------  ----------  ----------
<S>                                      <C>          <C>            <C>         <C>
DURING THE YEAR ENDED DECEMBER 31,
  2001

  Debentures issued on July 6, 2001      $1,000,000   $  1,000,000   $       -   $ 163,250
  Debentures converted to common stock      (65,354)       (59,251)     (6,103)     (9,673)
  Amortization of discounts                               (243,770)    243,770     (39,795)
                                         -----------  -------------  ----------  ----------

Balance, December 31, 2001                  934,646        696,979     237,667     113,782

DURING THE THREE MONTHS ENDED MARCH
  31, 2002

Debentures converted to common stock        (52,850)       (39,411)    (13,439)     (6,434)
Amortization of discounts                                 (113,374)    113,374     (18,508)
                                         -----------  -------------  ----------  ----------

Balance, March 31, 2002                  $  881,796   $    544,194   $ 337,602   $  88,840
                                         ===========  =============  ==========  ==========
</TABLE>


The  company  has  not made interest payments as required under the terms of the
convertible  debenture  agreements.  At  March  31, 2002, $51,808 in interest on
these  convertible  debentures  has been accrued but is unpaid.  Notwithstanding
this  technical default, the debenture holder has agreed not to demand repayment
of  the  debenture.

================================================================================

8.   CAPITAL  STOCK

AUTHORIZED  CAPITAL

100,000,000  shares  of  common  stock  with  a  par  value  of  $0.0001
  5,000,000  shares  of  preferred  stock  with  a  par  value  of  $0.0001


<PAGE>
e-VideoTV,  Inc.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  U.S.  Dollars)
March  31,  2002
(Unaudited)
================================================================================

8.   CAPITAL  STOCK  (Continued)

STOCK  OPTIONS

The  company  accounts  for  the  options  issued  to directors and employees in
accordance  with  the  provisions  of  APB  Opinion No. 25, Accounting for Stock
Options  Issued  to  Employees.  Had compensation cost for the stock option plan
been  determined  based  on the fair value at the grant date consistent with the
method  of  SFAS No. 123, Accounting for Stock-Based Compensation, the company's
net  loss and net loss per share would have been the pro forma amounts indicated
below:

<TABLE>
<CAPTION>
                                March 31    December 31
                                  2002         2001
                               ----------  -------------
<S>                            <C>         <C>
NET LOSS:
Actual net loss                $(364,407)  $ (2,756,522)
Pro forma net loss             $(402,407)  $ (3,300,362)
LOSS PER SHARE:
Actual net loss per share      $   (0.02)  $      (0.16)
Pro forma net loss per share   $   (0.02)  $      (0.19)
</TABLE>

The  fair  value  of each option grant was estimated at the grant date using the
Black-Scholes option-pricing model for the period ended March 31, 2002, assuming
a  risk-free  interest  rate of 4.88%, volatility of 2.16%, zero dividend yield,
and  an  expected  life  of  5.00  years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options and warrants which have no vesting restrictions and
are  fully transferable.  In addition, option valuation models require the input
of highly subjective assumptions, including the expected stock price volatility.
Because  the  company's employee stock options and warrants have characteristics
significantly  different  from  traded  options,  and  because  changes  in  the
subjective  input assumptions can materially affect the fair value estimates, in
management's  opinion, the existing models do not necessarily provide a reliable
measure  of  the  fair  value  of  its  employee  stock  options.

The company granted options to purchase 4,100,000 shares of the company's common
stock  to  directors  during  the  period  ended  March  31,  2002.

During  the  period ended March 31, 2002, the company granted 800,000 options to
purchase  shares  to consultants and recognized expense related to these options
of  $16,000.  The expense amount was determined by the fair value of the options
issued  calculated  using  the  Black-Scholes  model.


<PAGE>
e-VideoTV,  Inc.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  U.S.  Dollars)
March  31,  2002
(Unaudited)
================================================================================

8.   CAPITAL  STOCK  (Continued)

Shares  issuable  under  convertible  debentures

Based  on  an estimate of the company's share price at March 31, 2002, the terms
of  the  company's  convertible  debenture  (Note  7) would enable the debenture
holder  to  exercise  its  conversion rights to acquire approximately 88,000,000
common  shares.

================================================================================

9.   INCOME  TAXES

At  March  31,  2002,  the  company  had net operating losses carried forward of
approximately  $5,500,000  (December  31,  2001:  $5,140,000)  that  may  offset
against  future  taxable  income  until 2020.  The potential tax benefits of the
losses carried forward are offset by a valuation allowance of the same amount as
there  is  substantial  uncertainty  that  the  losses  will be used before they
expire.

================================================================================

10.  RELATED  PARTY  TRANSACTIONS

During  the  period  ending  March  31,  2002  consulting fees of $32,500 (2001:
$249,000) have been paid to other companies that employ other current and former
directors  and  officers  of the company.  Accrued liabilities at March 31, 2002
include  $82,500  (2001:  $70,000)  of  amounts  due  to  related  parties under
management  or  consulting  agreements.

================================================================================

11.  COMMITMENTS

PATENT  LICENSING  AGREEMENT

On  June 27, 2001, the company entered into a short form sub-licensing agreement
for certain digital video delivery technology with an international designer and
supplier  of  high-tech  internet  streaming  video and video-on-demand systems,
services  and  innovative  end-to-end  solutions.

In  consideration  of this sub-license, the company has agreed to issue $300,000
of  its  common shares on the date a long form agreement is signed.  The parties
have  yet  to  finalize  this  long form agreement.  Based on an estimate of the
company's  share  price  at  December 31, 2001, the company would be required to
issue  6,000,000  shares  upon  finalization  of  a  long  form  agreement.

================================================================================

12.  CONTINGENCY

On  January 8, 2002, the company was served with a writ regarding allegations of
intentional  and  negligent  interference with business relationships. This writ
was  also  served  to  Ziracom  Digital  Communications,  Inc., and three of its
directors.  The  plaintiffs in the lawsuit have claimed damages of approximately
$2,000,000.  The  amount  of  damages  to  be  awarded  (if any) however, is not
determinable  at  this  time and as such, no amounts have been recorded in these
financial  statements.


<PAGE>
E-VIDEOTV,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  U.S.  Dollars)
March  31,  2002
(Unaudited)


1.   BASIS  OF  PRESENTATION



<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     The  Company  completed  its  acquisition of Ziracom Digital Communications
Inc.  ("Ziracom")  on  February  14, 2002 by issuing 8,655,139 restricted common
shares  for  100% of the outstanding issued shares of Ziracom. The primary asset
of Ziracom is its "Alpha-Omega" Video Compression CODEC, which offers a powerful
solution  to  users  needing  high compression rates while maintaining excellent
video  quality  for both video streaming applications, and video file downloads.
This  acquisition  is  an  extension of the company's focus on video compression
technologies  to  electronically  deliver  video signals for video surveillance,
wireless  hand-held  computers,  and  video  cell  phones.

     The  Ziracom  CODEC  has  recently been completed and its version 4+ is now
being  marketed throughout North America. This CODEC has a number of proprietary
techniques to perform video compression using an automated intelligent algorithm
that  selects  in  real-time  the  most  efficient  combinations of its internal
compression  methods  for  each  scene and frame. These video techniques include
wavelet  compression,  color  quantization  and  optimization,  image  motion
approximation,  and  DCT transforms using MPEG-4 and H.263 standards, along with
other  proprietary processes. The CODEC also incorporates additional proprietary
methods  to  reduce  image  macro  blocking  in  low bandwidth applications. The
Ziracom  CODEC  supports  file  formats  of  type ASF (streaming) and AVI (video
files).

     In  January  2002,  Ziracom  sold  its  initial CODEC 3.3 to a customer for
$400,000,  covering  a  5-year  license. Ziracom received the entire $400,000 in
January  and  has  recognized  $20,000 of this revenue in e-Video's accompanying
financial  statements  as  Ziracom was acquired by e-Video on February 14, 2002.

     The  Company  intends  to  market  the  Alpha  Omega technology through its
in-house  personnel and by reseller agreements with outside parties. A number of
interested  companies  are  currently  assessing  the  CODEC  software.  The
applications  for  the  CODEC  include  internet video streaming, wireless video
devices,  video  cell  phones,  cable  & satellite television broadcasts, remote
security  devices,  remote  news  gathering, and downloading of movies. Both the
encoder and decoder can be customized to be compatible with alternate platforms,
custom  solutions,  and  stand-along  solutions.

     The  Company  intends  to  continue  to  develop this technology to include
handheld  PDA  devices,  and fully intends to license the CODEC to semiconductor
companies  for  embedding  into  their  devices.

     The management team has expanded with the addition of Rod Gunn as President
and  Chief  Operating  Officer.  Mr.  Gunn  is  responsible  for all operations,
including  development  of  the  marketing strategy and continued development of
next  generation  applications  of  the software. The technology continues to be
developed  from  the  Company's' head office in Scottsdale, Arizona and Mr. Gunn
has  assumed  responsibility  for  this  operation.

     The  Company  recognizes  that  it will require additional financing as its
marketing  program  builds up. Additional funding will be required for continued
development  of  its  CODEC as well. It is currently negotiating with interested
parties  for a term loan, which would be repaid out of future sales. The Company
acknowledges  that  it  currently does not have sufficient funds to carry on its
operation  by  management intends to seek financial assistance to alleviate this
concern.


<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     During  the  quarter  ending  March  31,  2002,  the Company had revenue of
$20,000, being the earned portion of a $400,000 five-year license re the sale of
its  Alpha  Omega  version  3.3.  During  the quarter ending March 31, 2002, the
Company  incurred  losses  of $364,407. The primary expense is interest, wherein
the  Company  recognized interest costs of $197,000 re its convertible debenture
financing  of  July  2001.  This is mainly debenture discount, and is not a cash
expense.

     The  Company  has  reduced  its  operating  expenses significantly and will
continue  to  monitor these closely. Interest payable re the debenture financing
amounts  to $17,883 for the quarter, and has not been paid. The balance owing on
its  convertible  debenture  is  $881,000  as  at  March  31,  2002.

     The  8%  convertible  debenture  closed  on  July 6, 2001, with the Company
receiving  $1,000,000  less  issue  costs.  Interest is payable quarterly and to
date, this interest has accrued and not been paid. At March 1, 2002, the accrued
interest  amounted to $51,808. This includes $17,883 in the quarter ending March
31,  2002.  The debenture is due June 6, 2003. The Lender has  provided a waiver
re  default on the outstanding interest. The debenture is convertible based on a
conversion  formula. In addition to the debenture, the fund received warrants of
666,666  to  purchase  additional  shares in the Company. These warrants have an
exercise  price  of approximately $0.40 per share. The Company is in discussions
with the Lender regarding the debt and both parties are actively working towards
a  mutually  satisfactory  option  to  the  ultimate  repayment  of  this  debt.

     The  floating conversion price for the convertible debentures is the lesser
of  (i)  80% of the average of the three lowest closing bid prices of the common
stock for the twenty (20) trading days prior to the closing date, or (ii) 80% of
the  average  of the three lowest closing bid prices of the common stock for the
sixty  (60)  trading  days  prior  to  the  conversion  date,  as defined in the
convertible  debenture.  The  maximum  number of shares of common stock that the
subscriber  or  group  of affiliated subscribers may own after conversion at any
given  time is 4.99%. In connection with the financing, the company entered into
certain  covenants including, but not limited to, the following: (i) the company
may  not  redeem  the  convertible debentures without the consent of the holder;
(ii)  the company will pay to certain finders a cash fee of ten percent (10%) of
the  principal  amount  of  the  convertible  debentures  for  location  of  the
financings; (iii) the company has agreed to incur certain penalties for untimely
delivery  of  the  shares.

     The  Company  further  recognizes  that  its  development  schedule will be
delayed  unless  additional  capital  required  is  available  when  needed.

     Inflation  has  not been a factor during the quarter ending March 31, 2002.


<PAGE>
                                    PART  II

                                OTHER  INFORMATION

ITEM 1.   LEGAL  PROCEEDINGS.

     On  January  8,  2002,  the  company  was  served  with  a  writ  regarding
     allegations  of  intentional  and  negligent  interference  with  business
     relationships. This writ was also served to Ziracom Digital Communications,
     Inc.,  and  three  of  its  directors.  The  plaintiffs in the lawsuit have
     claimed  damages  of  approximately  $2,000,000.

     The  amount  of damages to be awarded (if any) however, is not determinable
     at  this time and as such, no amounts have been recorded in these financial
     statements.


ITEM 2.   CHANGES  IN  SECURITIES.

     There are no changes in the Company's securities.

ITEM 3.   DEFAULTS  UPON  SENIOR  SECURITIES.

     There have been no defaults upon senior securities.

ITEM 4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

     No  matters  were  submitted  to  a vote of security holders during the six
     months  ended  June  30,  2001.

ITEM 5.   OTHER  INFORMATION.

     The Company has no other information to report.

ITEM 6.   EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)  Exhibits.

None.

(b)  Reports  on  Form  8-K.

     The  Company filed a Form 8-K in October 2001 re the acquisition of Ziracom
     Digital  Communications  Inc.


<PAGE>
                                   SIGNATURES

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

                                   E-VIDEOTV,  INC.

Date     June 15, 2002                   By       /s/  Robert G. Dinning
         -----------------                 -------------------------------------
                                           Robert  G.  Dinning
                                           Chairman and Chief Financial Officer


Date     June 15, 2002                   By       /s/  Rod  Gunn
         -----------------                 -------------------------------------
                                           Roderick  J.  Gunn
                                           President and Chief Operating Officer


<PAGE>