SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549


                                AMENDMENT NO. 1
                                       TO
                                   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, 2001
                                -------------

[ ]  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)

                         480-778-1499
--------------------------------------------------------------------------------
                (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:   16,757,072
                                                    ----------

     Transitional Small Business Disclosure Format (check one):
Yes       No  X
    ---      ---


                                  Page 1 of 20
<PAGE>
<TABLE>
<CAPTION>
                                E-VIDEOTV, INC.
                                  FORM 10-QSB
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001


                                TABLE OF CONTENTS
                                                                                 Page
                                                                                 ----

<S>                                                                              <C>
PART  I  FINANCIAL  INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .   2

  Item  1.  Financial  Statements . . . . . . . . . . . . . . . . . . . . . . . .   2
  Item  2.  Management's Discussion and Analysis and Plan of Operation. . . . . .  16

PART  II  OTHER  INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . .  19

  Item  1.  Legal  Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . .  19
  Item  2.  Changes  in  Securities . . . . . . . . . . . . . . . . . . . . . . .  19
  Item  3.  Defaults  Upon  Senior  Securities. . . . . . . . . . . . . . . . . .  19
  Item  4.  Submission of Matters to a Vote of Security Holders . . . . . . . . .  19
  Item  5.  Other  Information. . . . . . . . . . . . . . . . . . . . . . . . . .  19
  Item  6.  Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . . . . . .  19

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20



                                     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 June 30, 2001 and December 31, 2000 . . .  3

Unaudited Consolidated Statement of Operations for the period from inception,
March 5, 1999, to June 30, 2001, the six months ended June 30, 2001
and the six months ended June 30, 2000. . . . . . . . . . . . . . . . . . . . . .  4

Unaudited Consolidated Statement of Cash Flows for the period from inception,
March 5, 1999, to June 30, 2001, the six months ended June 30, 2001
and the six months ended June 30, 2000. . . . . . . . . . . . . . . . . . . . . .  5

Unaudited Consolidated Statement of Shareholders' Equity for the
period from inception, March 5, 1999, to June 30, 2001. . . . . . . . . . . . . .  6

Notes to the Unaudited Consolidated Financial Statements. . . . . . . . . . . . .  7
</TABLE>

                                      -2-
<PAGE>
<TABLE>
<CAPTION>
E-VIDEOTV,  INC.
(A  Development  Stage  Company)
UNAUDITED  CONSOLIDATED  BALANCE  SHEET
(Expressed  in  U.S.  Dollars)


                                                                June 30      December 31
                                                                  2001          2000
=========================================================================================
<S>                                                           <C>           <C>
                           ASSETS
Current
  Cash                                                        $     5,182   $      2,276
  Accounts receivable and prepaids                                      -          9,176
  Prepaid royalties (Note 3)                                      148,283              -
                                                              ------------  -------------
                                                                  153,465         11,452

Computer equipment                                                 25,220         19,622
Distribution rights and software development (Note 3)           1,075,740      1,229,418
                                                              ------------  -------------

                                                              $ 1,254,425   $  1,260,492
                                                              ============  =============

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

                        LIABILITIES
Current
  Accounts payable and accrued liabilities (Note 4)           $   463,537   $    495,149
  Loans from related parties (Note 5)                             170,677         99,000
                                                              ------------  -------------

                                                                  634,214        594,149
                                                              ------------  -------------

                    SHAREHOLDERS' EQUITY

Capital stock (Note 6)
  Authorized:
    100,000,000 shares of common stock, $0.0001 par value
    5,000,000  shares of preferred stock, $0.0001 par value
  Issued and outstanding:
    16,757,072  (2000:  16,757,072) common shares                   1,676          1,676
    Additional paid-in capital                                  3,328,136      3,328,136
    Share subscriptions                                           762,000         45,000
                                                              ------------  -------------

                                                                4,091,812      3,374,812
Deficit accumulated during the development stage               (3,471,601)    (2,708,469)
                                                              ------------  -------------

                                                                  620,211        666,343
                                                              ------------  -------------

                                                              $ 1,254,425   $  1,260,492
                                                              ============  =============

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

Continuance of operations (Note 1)

Commitments (Note 8)

        See accompanying notes to the consolidated financial statements.


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
E-VIDEOTV,  INC.
(A  Development  Stage  Company)
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
(Expressed in U.S. Dollars)


                                        Cumulative     Six Months    Six Months     Quarter      Quarter
                                       March 5, 1999      Ended        Ended         Ended        Ended
                                        to June 30       June 30      June 30       June 30      June 30
                                           2001           2001          2000         2001         2000
==========================================================================================================
<S>                                   <C>              <C>          <C>           <C>          <C>
Revenue                               $            -             -  $         -   $         -  $        -
                                      ---------------  -----------  ------------  -----------  -----------

General and administrative expenses
  Amortization                               463,831       156,229            -        78,343           -
  Compensation expense for stock
    option (Note 5)                          392,583             -            -             -           -
  Corporate promotion                        191,958        30,753       65,710         7,464      25,289
  General corporate expenses                 166,718        29,607       48,122         7,629      28,158
  Management and consulting fees           1,028,070       288,165      285,837       144,196     152,210
  Office expenses                            154,151        39,011       30,028        25,600      18,888
  Professional fees                          308,412        60,041       30,910        44,394      11,564
  Rent                                       109,147        31,558       15,937        14,795       4,964
  Royalties                                  104,167       104,167            -        64,950           -
  Travel                                     138,589        23,601       53,365        17,570      33,887
                                      ---------------  -----------  ------------  -----------  -----------
                                           3,057,626       763,132      529,909       404,941     274,960

Write-off software development
  costs (Note 3)                             424,031             -            -             -           -

Interest income                              (10,056)            -       (1,190)            -        (113)
                                      ---------------  -----------  ------------  -----------  -----------

Net loss                              $    3,471,601   $   763,132  $   528,719   $   404,941  $  274,847
                                      ===============  ===========  ============  ===========  ===========

Weighted average number of
  common shares outstanding                             15,217,179    9,294,601    16,757,072   9,789,056
                                                       ===========  ============  ===========  ===========

Net loss per share, basic and
  Diluted                                              $      0.05  $      0.06   $      0.02  $     0.03
                                                       ===========  ============  ===========  ===========

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

        See accompanying notes to the consolidated financial statements.


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
E-VIDEOTV,  INC.
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in U.S. Dollars)


                                                        Cumulative      Six Months    Six Months
                                                       March 5, 1999      Ended         Ended
                                                        to June 30       June 30       June 30
                                                           2001            2001          2000
=================================================================================================
<S>                                                   <C>              <C>           <C>
Cash derived from (applied to)

  OPERATING
    Net loss                                          $   (3,471,601)  $  (763,132)  $  (528,719)
    Compensation expense for stock options (Note 6)          392,583             -             -
    Write-off software development costs                     424,031             -             -
    Depreciation and amortization                            473,765       156,229           493
    Change in non-cash operating working capital
      Receivables and prepaids                                12,604         9,176        (6,623)
      Prepaid royalties                                     (148,283)     (148,283)            -
      Payables and accruals                                  723,307       260,388      (104,018)
                                                      ---------------  ------------  ------------

                                                          (1,593,594)     (485,622)     (638,867)
                                                      ---------------  ------------  ------------
  FINANCING
    Proceeds from sale of common shares                    1,048,601             -     1,048,600
    Shares subscribed                                        470,000       425,000             -
    Loans from related parties                               170,677        71,677             -
    Loans from parent company prior to acquisition           115,000             -             -
    Cash acquired on acquisition of parent company         1,001,481             -             -
                                                      ---------------  ------------  ------------

                                                           2,805,759       496,677     1,048,600
                                                      ---------------  ------------  ------------
  INVESTING
    Distribution rights                                     (300,000)            -             -
    License                                                 (445,000)            -      (415,000)
    Software development                                    (424,031)            -       (23,776)
    Office equipment                                         (37,952)       (8,149)       (7,715)
                                                      ---------------  ------------  ------------

                                                          (1,206,983)       (8,149)     (446,491)
                                                      ---------------  ------------  ------------

Increase in cash                                               5,182         2,906       (36,758)

Cash, beginning of period                                          -         2,276       105,002
                                                      ---------------  ------------  ------------

Cash, end of period                                   $        5,182   $     5,182   $    68,244
                                                      ===============  ============  ============

NON-CASH ACTIVITIES NOT INCLUDED IN CASH FLOWS
  Ascribed value of shares issued to acquire copy
    protection license                                $      791,773   $         -   $   791,773
  Cancellation of loans from parent company on
    Acquisition                                       $      115,000   $         -   $         -
  Ascribed value of shares issued in excess of cash
    acquired on acquisition of parent company         $       95,374   $         -   $         -
  Shares subscribed to settle trade payables          $      292,000   $   292,000   $         -

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

        See accompanying notes to the consolidated financial statements.


                                      -5-
<PAGE>
<TABLE>
<CAPTION>
E-VIDEOTV,  INC.
(A  Development  Stage  Company)
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Expressed  in  U.S.  Dollars)
Inception, March 5, 1999, to June 30, 2001
====================================================================================================================

                                                          Additional                                      TOTAL
                                       Number     Par      Paid-in         Share                      SHAREHOLDERS'
                                     of Shares   VALUE     CAPITAL     SUBSCRIPTIONS     DEFICIT         EQUITY
<S>                                  <C>         <C>     <C>           <C>             <C>           <C>
Issuance of shares for cash on
  Incorporation                               1  $    1  $         -   $            -  $         -   $            1

Adjustment for change in share
  structure resulting from
  acquisition of e-Video U.S.A.,
  Inc.                                6,623,015     661         (661)               -            -                -

Shares outstanding at date of
 acquisition of e-Video U.S.A.,
 Inc., previously issued for cash,
 net of issue costs                   8,965,343     897    1,095,958                -            -        1,096,855

Net loss, inception to December 31,
  1999                                        -       -            -                -     (478,037)        (478,037)
                                     ----------  ------  ------------  --------------  ------------  ---------------

Balance, December 31, 1999           15,588,359   1,559    1,095,297                -     (478,037)         618,819

Issuance of shares for cash             666,000      67    1,048,533                -            -        1,048,600

Issuance of shares to acquire copy
  protection license                    502,713      50      791,723                -            -          791,773

Share subscriptions received                  -       -            -           45,000            -           45,000

Compensation expense for stock
  Options                                     -       -      392,583                -            -          392,583

Net loss, year ended December 31,
  2000                                        -       -            -                -   (2,230,432)      (2,230,432)
                                     ----------  ------  ------------  --------------  ------------  ---------------

Balance, December 31, 2000           16,757,072   1,676    3,328,136           45,000   (2,708,469)         666,343

Share subscriptions received                  -       -            -          717,000            -          717,000

Net loss, period ending June 30,
  2001                                        -       -            -                -     (763,132)        (763,132)
                                     ----------  ------  ------------  --------------  ------------  ---------------

Balance, June 30, 2001               16,757,072  $1,676  $ 3,328,136   $      762,000  $(3,471,601)  $      620,211
                                     ==========  ======  ============  ==============  ============  ===============

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

        See accompanying notes to the consolidated financial statements.


                                      -6-
<PAGE>
E-VIDEOTV,  INC.
(A  Development  Stage  Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed  in  U.S.  Dollars)
June  30,  2001
(Unaudited)
================================================================================


1.   BASIS  OF  PRESENTATION

The  company  has  not yet commenced its planned principal operations and it has
not  yet  earned  any  revenue.  The  company's  current operational focus is to
acquire  technologies  and  patent  rights related to the electronic delivery of
movies and videos and to sub-license those technologies and rights.  The company
has  acquired  the  exclusive  rights  in  the  U.S.A.  to  license  the  use of
Macrovision Corporation's analog copy protection for digital video transmissions
received  in  Faster-Than-Real-Time  (FTRT).  The  company also has an 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.

The  company  expects  the  delivery  of  digital  set-top  boxes  with  caching
hard-drives  suitable  for  FTRT  operations to grow substantially over the next
several  years.  The  company  also  intends to activate and acquire licenses in
other  territories  and will require cash significantly in excess of its current
resources  to  complete  its  plan.  The  ability  of the company to execute its
business  plan  is  dependent  on  the  company's  ability  to obtain additional
financing.

The  company  is  devoting significant efforts to obtaining private financing to
fund  the  continued  development  and  acquisition  of  related  technologies.
Significant  cash  will  be  required.

These financial statements have been prepared on the basis that the company is a
going concern.  These financial statements do not include adjustments that would
be  necessary  should  the  company  be  unable  to continue as a going concern.

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

2.   RECENT  ACCOUNTING  PRONOUNCEMENTS

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 141 is effective for all
business  combinations completed after June 30, 2001.  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:


                                      -7-
<PAGE>
     -    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.

     -    goodwill, as well as intangible assets with indefinite lives, acquired
          after June 30, 2001, will not be amortized. Effective January 1, 2002,
          all  previously  recognized  goodwill  and  intangible  assets  with
          indefinite  lives  will  no  longer  be  subject  to  amortization.

     -    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.

Although  it is still reviewing the provisions of these Statements, management's
preliminary  assessment is that these Statements will not have a material impact
on  the  company's  financial  position  or  results  of  operations.


                                      -8-
<PAGE>
E-VIDEOTV,  INC.
(A Development Stage Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
June 30, 2001
(Unaudited)
================================================================================

3.   DISTRIBUTION  RIGHTS  AND  SOFTWARE  DEVELOPMENT

Includes  the net cost to date of an exclusive license to use certain technology
for  the  analog  copy  protection  of  digital  video transmissions received in
Faster-Than-Real-Time  (FTRT)  and  stored  in home devices on set-top boxes for
later  viewing.  This  five-year  license  ends  January  31, 2005.  There is an
extension  provision  to  January  31,  2010.  Usage  royalties  of  1% of gross
transaction  fees  are  payable  to  the  licensor.  Minimum annual royalties of
$250,000  are  payable  in advance each January 31 from 2000 until 2004.  Should
the  license  be  extended,  royalties  of $350,000 are payable each January 31.

The  company  paid  the  January  31,  2002 annual royalty prepayment during the
quarter  ended  June  30,  2001.  This prepaid royalty will be expensed over the
period  February  1,  2001  to  January  31,  2002.

The  company wrote off software costs of approximately $424,000 in 2000 as these
software  development  costs  were no longer applicable in the company's current
business  model  of  licensing.

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

4.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES        June 30   December 31
                                                       2001        2000
                                                    ---------  ------------

Accrued management fees                             $ 225,000  $    223,000
Trade payables                                        238,537       272,149
                                                    ---------  ------------

                                                    $ 463,537  $    495,149
                                                    =========  ============


                                      -9-
<PAGE>


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

5.   LOANS FROM RELATED PARTIES                           June 30   December 31
                                                            2001        2000
                                                         ---------  ------------

Loans from directors with no specific terms of repayment  $ 76,294  $     51,500
Demand loan from a shareholder.  Interest free until
  August 16, 2001 and bears interest at U.S. prime
  plus 2% thereafter                                        47,500        47,500
Loans from shareholders bearing no interest, unsecured
  and due on demand                                         46,883
                                                         ---------  ------------
                                                          $170,677  $     99,000
                                                         =========  ============

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

6.   CAPITAL  STOCK

AUTHORIZED  CAPITAL

During  2000 the company increased its authorized capital from 30,000,000 common
shares  with  a par value of $0.0001, to 100,000,000 shares of common stock, par
value  $0.0001  per  share  and  5,000,000  shares of preferred stock, par value
$0.0001  per  share.


                                      -10-
<PAGE>
E-VIDEOTV,  INC.
(A  Development  Stage  Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
June  30,  2001
(Unaudited)
================================================================================

6.   CAPITAL  STOCK  (Continued)

STOCK  OPTIONS

Subject  to  shareholder approval, the company's directors resolved to create an
employee  and director stock option plan that sets aside 5,000,000 shares of the
company's  common  stock  for  issuance  upon  the  exercise  of  stock options.

The company accounts for its stock option plan in accordance with the provisions
of  APB  Opinion  No.  25,  Accounting  for  Stock  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:


                                 Period from     Six Months    Six Months
                                 Inception to      Ended         Ended
                                   June 30        June 30       June 30
                                     2001           2001          2000
                                --------------  ------------  ------------

  Actual net loss               $  (3,471,601)  $  (763,132)  $  (528,719)
  Actual net loss per share                     $     (0.05)  $     (0.03)

  Pro forma net loss            $  (4,355,041)  $(1,646,572)  $  (528,719)
  Pro forma net loss per share                  $     (0.10)  $     (0.03)


The  fair  value  of each option grant was estimated at the grant date using the
Black-Scholes option-pricing model for the period from inception to December 31,
2000, assuming a risk-free interest rate of 4.88%, a volatility factor of 2.06%,
zero  dividend  yield,  and  an  expected  life  of  five  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 those of traded options, and because changes in the
subjective  input  assumptions can materially affect the fair value estimate, in
management's  opinion, the existing models do not necessarily provide a reliable
single  measure  of  the  fair  value  of  its  employee  stock  options.


                                      -11-
<PAGE>
E-VIDEOTV,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  U.S.  Dollars)
June  30,  2001
(Unaudited)
================================================================================

6.   CAPITAL  STOCK  (Continued)


STOCK OPTIONS (Continued)

A  summary  of  the  status of the company's options as of December 31, 2000 and
changes  during  the  period  from inception (March 5, 1999) to June 30, 2001 is
presented  below:

<TABLE>
<CAPTION>
                                                              Weighted
                                          Exercise Price       Average
                                             PER SHARE     EXERCISE PRICE     SHARES
                                          ---------------  ---------------  ----------
<S>                                       <C>              <C>              <C>
  Granted at FMV during 2000              $          0.50  $          0.50   1,070,000
                                                                            ==========

  Granted at FMV during 2001                         0.25             0.25   3,600,000
                                                                            ==========

  Options outstanding at June 30, 2001                                0.40   4,670,000
                                                                            ==========

  Options exercisable at June 30, 2001                                0.40   4,670,000
                                                                            ==========
  Weighted-average fair value of options
    granted during the six months ended
    June 30, 2001                                                           $     0.25
                                                                            ==========
</TABLE>

The  following  table  summarizes  information outstanding and exercisable share
options  at  June  30,  2001:


<TABLE>
<CAPTION>
                 Options Outstanding                            Options Exercisable
-------------------------------------------------------------  -----------------------
                                      Average      Weighted                 Weighted
                                      Remaining    Average                  Average
                         Exercise     Contractual  Exercise                 Exercise
Number                   Price         Life        Price       Number       Price
Outstanding  Grant Date  Per Share    (In Years)   Per Share   Exercisable  Per Share
-----------  ----------  ----------  ------------  ----------  -----------  ----------
<S>          <C>         <C>         <C>           <C>         <C>          <C>
1,070,000    11/30/00  $     0.50          4.42  $     0.50    1,070,000  $     0.50

3,600,000    01/12/01        0.25          4.54        0.25    3,600,000        0.25
-----------                                                    -----------

4,670,000                                                      4,670,000
===========                                                    ===========
</TABLE>

The company granted options to purchase 3,600,000 shares of the company's common
stock  to  directors  during the six months ended June 30, 2001.  No expense has
been  recorded  related  to  these  options.


                                      -12-
<PAGE>
E-VIDEOTV,  INC.
(A  Development  Stage  Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed  in  U.S.  Dollars)
June  30,  2001
(Unaudited)
================================================================================

6.   CAPITAL  STOCK  (Continued)

<TABLE>
<CAPTION>
SHARE  SUBSCRIPTIONS
                                              June 30, 2001     December 31, 2000
                                            -------------------  ---------------
                                             Number     Amount   Number  Amount
                                            ---------  --------  ------  -------
<S>                                         <C>        <C>       <C>     <C>
Shares subscribed for $1 per share             45,000  $ 45,000  45,000  $45,000
Units subscribed for $0.80 per unit.
  Each unit consists of one common
  share and one common share
  purchase warrant exercisable for two
  years into one common share at $0.30
  per share in the first year and $0.50 in
  the second year                             531,250   425,000       -        -
Shares to be issued in settlement of
  trade payables                              180,000    54,000       -        -
Shares to be issued in settlement of
  trade payables                              680,000   238,000       -        -
                                            ---------  --------  ------  -------

                                            1,436,250  $762,000  45,000  $45,000
                                            =========  ========  ======  =======
</TABLE>

ESCROWED  SHARES

During  1999,  a  former director of the company placed 345,000 shares of common
stock  into  escrow.  These  shares  were  released  to  the  former director on
February  9,  2001.


                                      -13-
<PAGE>
In  addition,  all  of the 6,623,016 common shares issued for the acquisition of
e-VideoTV,  Inc.  were  held  in escrow at December 31, 2000.  These shares were
released  from  escrow  on  February  9,  2001.


7.   INCOME  TAXES

At  June  30,  2001,  the  company  had  net operating losses carried forward of
approximately  $2,900,000  (December  31,  2000:  $2,100,000)  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 carried forward will not expire
unused.


                                      -14-
<PAGE>
E-VIDEOTV,  INC.
(A  Development  Stage  Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
June  30,  2001
(Unaudited)
================================================================================

8.   COMMITMENTS

ADVISORY  SERVICES  AGREEMENT

On  January  30,  2001,  the company entered into a 12 month exclusive agreement
with  a  financial advisory company, which will provide advisory services to the
company  in  the  areas of corporate finance and capital placement transactions.
Compensation  varies  depending on the type of service rendered and will be paid
out  of  the  proceeds  of  any  financing  obtained  by this financial advisory
company.  The  agreement  specifies a minimum fee of $250,000 to be paid only if
financing  is  secured.

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.

Under the short form agreement, the company has committed to certain performance
milestones  in regard to royalties to be generated from the exploitation of this
sub-license.  Specifically,  the  company  has  agreed  to generate a minimum of
$250,000 of gross royalty fees in year 1, $500,000 in year 2, $1,000,000 in year
3  and in years 4 and thereafter the company agrees to grow these royalties at a
rate  of  15%  per  annum.  The  company  will  be entitled to retain 50% of all
royalties  generated  in  the  event  these  minimum  royalty  targets  are met.

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

9.   SUBSEQUENT  EVENT

On  July  13,  2001,  the  company  received  $1,000,000  from  the  sale  of 8%
convertible  debentures,  due  June  6,  2003,  to  a  New  York based financial
institution.  Interest  only  payments  on  the  debentures  are  due  quarterly
commencing  September 30, 2001, and the principal amount of the debenture is due


                                      -15-
<PAGE>
in  one lump sum on June 6, 2003.  The number of shares of common stock issuable
upon  conversion  of  the  convertible  debentures  is  based  on  the  current
calculation  of  a  floating  conversion  price  and  could amount to as much as
4,761,905.  In addition, 666,666 warrants to purchase shares of our common stock
were  issued to the firm in connection with this financing.  These warrants have
an  exercise  price  of  approximately  $0.40  per  share.

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.



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS  OF  OPERATIONS

     The  Company  continues  to  formulate  its  plan  of  operation  to market
technologies  related  to  the video-on-demand industry. This includes exclusive
rights  in  the  USA to license the use of Macrovision Corporation's analog copy
protection  on  digital  video  transmissions  received in Faster Than Real Time
(FTRT)  and  stored in home devices such as set-top boxes for later viewing. The
Company  has  also  recently  signed an agreement (June 27, 2001) with USA Video
Interactive  Corp  to license exclusively, the rights to sublicense their "Store
and  Forward  Video  System"  patent  for broadband applications in the USA. The
Company  intends  to  use this patent to increase its position in the satellite,
cable  and  broadband  industries.

     The  Company further intends to pursue several US operators licensed to use
these  devices  by  the  end  of  2002.

     The  Company  is continuing to contact set top box manufacturers world-wide
to  advise  them  of our exclusive licensing rights and related technologies and
determine  their  roll-out  plans for set top boxes with hard disk drives in the
US.  The  Company  has  signed  NDAs with several manufacturers and continues to
contact  key  cable,  satellite,  and  broadband  operators throughout the US to
discuss  its exclusive Macrovision license, the "Store and Forward Video System"
license,  and  the  technical  and  economic  benefits  of  FTRT  caching versus
streaming  for Video-On-Demand systems. The agreement with USA Video Interactive
Corp  was  executed  June  27, 2001 and the Company also intends to license this
technology  to  set-top-box  manufacturers  and  cable, satellite, and broadband
operators.


     For  the  six  months  ended  June 30, 2001, the Company incurred a loss of
$763,132. During this period, loans and private placements amounted to $496,677.
Subsequent  to  the  quarter  ending  June  30,  2001, the company completed the
placement  of  an  8%  convertible  debenture  of $1,000,000. This financing has


                                      -16-
<PAGE>
provided  the  Company with necessary liquidity but the Company will continue to
seek  additional  financing  in  order  to  fulfill  its  business  model.

LIQUIDITY  AND  CAPITAL  RESOURCES

     During  the  quarter  ending  June  30, 2001, the Company received loans of
$71,677,  which  combined  with subscription agreements for $425,000 received in
the quarter ending March 31, 2001, brought combined funds received for the first
six  months  to  $496,677.  On  July  6,  2001, the Company also completed the
placement  of  an  8% convertible debenture for $1,000,000 with the Laurus Funds
Group.


     In  February 2001, the Company prepaid its royalties to Macrovision for the
year  2001  in  accordance  with  the  terms of its agreement. While the Company
currently  does  have  sufficient funds to continue operations, it does not have
sufficient  funds  to  carry  it  through  the next 12 months without additional
funding. It will therefore continue to pursue private placements, loans, and any
other  appropriate  terms  of  financing.

     The  Company  is  continuing  with  the  following  program  regarding VOD:
     1.   Licensing  operators such as cable, satellite, wireless, DSL and other
          broadband  distributors  for  FTRT  VOD  service.
     2.   Licensing  set-top  box  manufacturers  and  strategic  partners.
     3.   Developing  technologies  and  acquiring  patents  and technologies to
          expand  its  licensing model with VOD operators and STB manufacturers.


     According  to  Wall Street's Schroeder & Com., the home movie market in the
USA  had  approximately  $14  billion in sales and rental revenues last year. Of
this, it is estimated that 85% is represented by new release movies. VOD content
can be started at anytime thus there is no discernable need for recording of the
program.  It  is  expected  that  the  movie  industry  will  require  new  VOD
new-release-content  be  copy  protected  similar  to  video  store  rentals.
Macrovision  is  the  accepted  copy-protection  standard.


     The license rights from Macrovision Corp are for a five year period with an
option  to renew for an additional five years. The Company has complied with all
requirements of its agreement with Macrovision Corp to date, and is cognizant of
its  obligations  both  now  and  in  the  future  regarding  its  commitment to
Macrovision.

     In  the  next 12 months, the Company estimates it will require funding for:
international  licenses,  operating  licenses  in  various  countries,  patent
purchases, and general working capital. Depending on the rollout of these items,
and  development  in other countries, funding requirements could range from $5 -
$10  million.  The Company has financed its development stage to date by private
placements  of  common stock. It also recognizes that it currently does not have
sufficient  funds  to finance its operation over the next 12 months. The Company
plans  to  complete  additional  financings  to provide the necessary funds. The
inability  of  the  Company  to arrange necessary financing will have a material
adverse  effect  on  proposed  operations.


                                      -17-
<PAGE>
     In  the  year 2001, the company intends to undertake additional R&D related
to  the head-end software, head-end servers, and set top box software to further
support  the download model for VOD content. The company intends to work closely
with  equipment manufacturers and vendors as appropriate in each of these areas.
In  addition,  the  company  intends  to  explore the acquisition of patents and
technologies related to its VOD licensing activities. Currently the company does
have  the  resources  to complete these initial R&D efforts but will continue to
seek  additional  financing  to  achieve  its  long-term  goals.

     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 June 30, 2001.


                                      -18-
<PAGE>
                                    PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL  PROCEEDINGS.

There are no reportable legal proceedings.

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 did not file any reports on Form 8-K during the quarter ended March
31,  2001.


                                      -19-
<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  August  9, 2001                   By   /s/  Charles  Weber
      ---------------                        -----------------------------------
                                             Charles  Weber
                                             President (Chief Executive Officer)


Date  August  9, 2001                   By   /s/  Robert  G.  Dinning
      ---------------                        -----------------------------------
                                             Robert  G.  Dinning
                                             Chief  Financial  Officer


                                      -20-
<PAGE>