UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB

[X]      Quarterly  Report  pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934

For the quarterly period ended SEPTEMBER 30, 2000

[_]      Transition  Report  pursuant to 13 or 15(d) of the Securities  Exchange
         Act of 1934

         For the transition period from ______________ to _______________

         Commission File Number 0-26535

                            VIAVID BROADCASTING, INC.
        (Exact name of Small Business Issuer as specified in its charter)


NEVADA                                                       98-020-6168
---------------------------                                  -----------
(State or other jurisdiction of                              (IRS Employer
incorporation )                                              Identification No.)

3955 GRAVELEY STREET, BURNABY, BRITISH COLUMBIA              V5C 3T4
-----------------------------------------------              -------
(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number, including area code               604-669-0047
                                                             ------------

Indicate by a check mark  whether the issuer (1) has filed all reports  required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the issuer was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days [X] Yes [_] No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                                                Outstanding as of
            Class                               November 10, 2000
            -----                               -----------------
            Common Stock                        7,651,000 shares



                                       1
<PAGE>

                         PART 1 B FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

GENERAL

The Company's unaudited financial statements for the six months ending September
30, 2000 are included with this Form 10-QSB. The unaudited financial  statements
for the six months ending September 30, 2000 include:

         (a)      Consolidated  Balance Sheet as of September 30, 2000 and March
                  31, 2000;

         (b)      Consolidated   Statement  of  Operations  -  Cumulative   from
                  Incorporation   to  September  30,  2000,   Six  months  ended
                  September  30, 2000 and  September  30, 1999 and Three  months
                  ended September 30, 2000 and September 30, 1999;

         (c)      Consolidated  Statement of Shareholders' Equity for the period
                  ending September 30, 2000;

         (d)      Consolidated   Statement  of  Cash  Flows  -  Cumulative  from
                  Incorporation   to  September  30,  2000,   Six  months  ended
                  September 30, 2000 and September 30, 1999;

         (e)      Notes to Consolidated Financial Statements.

The unaudited  financial  statements  have been prepared in accordance  with the
instructions to Form 10-QSB and,  therefore,  do not include all information and
footnotes  necessary  for a complete  presentation  of the  financial  position,
results of operations,  cash flows, and stockholders'  equity in conformity with
generally  accepted  accounting  principles.  In the opinion of management,  all
adjustments  considered  necessary  for a fair  presentation  of the  results of
operations  and financial  position have been included and all such  adjustments
are of a normal  recurring  nature.  Operating  results for the six months ended
September  30, 2000 are not  necessarily  indicative  of the results that can be
expected for the year ending March 31, 2001.


                              FINANCIAL STATEMENTS



                                       2
<PAGE>

                            VIAVID BROADCASTING INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS
                      (EXPRESSED IN UNITED STATES DOLLARS)
                                   (UNAUDITED)

                               SEPTEMBER 30, 2000



                                       3
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                                               September 30,       March 31,
                                                                                                        2000            2000
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>            <C>
ASSETS

CURRENT

    Cash                                                                                       $     183,556  $      134,540
    Accounts receivable                                                                                7,702           6,164
    Prepaid expenses                                                                                   7,572          13,045
                                                                                               -------------  --------------

                                                                                                     198,830         153,749

CAPITAL ASSETS (Note 5)                                                                              164,162         183,740
                                                                                               -------------  --------------

                                                                                               $     362,992  $      337,489
=============================================================================================================================



LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT

    Accounts payable and accrued liabilities                                                   $      25,464  $       31,794
    Due to related parties                                                                            37,313          17,780
                                                                                               -------------  --------------

                                                                                                      62,777          49,574
                                                                                               -------------  --------------

SHAREHOLDERS' EQUITY
    Capital stock (Note 6)

       Authorized
              25,000,000  common shares with a par value of $0.001 per share
       Issued
               7,367,000  common shares (6,652,000 at March 31, 2000)                                  7,367           6,652
    Additional paid-in capital                                                                     1,823,937       1,358,077
    Deficit accumulated during the development stage                                              (1,531,089)     (1,076,814)
                                                                                               -------------  --------------

                                                                                                     300,215         287,915
                                                                                               -------------  --------------

                                                                                               $     362,992  $      337,489
=============================================================================================================================
</TABLE>


NATURE OF OPERATIONS (Note 1)

SUBSEQUENT EVENT (Note 13)



                   The accompanying notes are an integral part
                   of these consolidated financial statements.


                                       4
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)

<TABLE>
<CAPTION>
===============================================================================================================================
                                            Cumulative
                                                  From        Three Month      Three Month         Six Month         Six Month
                                         Incorporation       Period Ended     Period Ended      Period Ended      Period Ended
                                      to September 30,      September 30,    September 30,     September 30,     September 30,
                                                  2000               2000             1999              2000              1999
-------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>               <C>                <C>              <C>               <C>
REVENUE

    Broadcast and web income          $         56,838  $           4,069  $         9,142  $         8,758   $        14,445
    Interest income                              9,119              1,208              445            3,615             1,108
                                      ----------------  -----------------  ---------------  ---------------   ---------------

                                                65,957              5,277            9,587           12,373            15,553
                                      ----------------  -----------------  ---------------  ---------------   ---------------


EXPENSES

    Amortization                                63,514             11,998           14,172           23,965            20,178
    Consulting                                 488,321             99,907           47,664          181,893            87,158
    Equipment rental                             9,365                685            2,102            1,601             2,476
    Foreign exchange                            12,596                898            2,848            8,574             1,034
    Internet, website and graphics              81,019             12,140           23,246           27,853            39,644
    Office and miscellaneous                    89,739             10,071           21,019           26,935            33,857
    Professional fees                          148,592             23,699            4,534           34,940            26,305
    Rent                                        74,470              7,658            8,608           19,164            16,998
    Salaries and benefits                      193,996             44,982           11,704           91,232            20,380
    Stock based compensation                   372,204             17,288               -            34,575              -
    Travel and entertainment                    63,230                734            8,360           15,916            11,785
                                      ----------------  -----------------  ---------------  ---------------   ---------------

                                             1,597,046            230,060          144,257          466,648           259,815
                                      ----------------  -----------------  ---------------  ---------------   ---------------


LOSS FOR THE PERIOD                   $     (1,531,089) $        (224,783) $      (134,670) $      (454,275)  $      (244,262)
===============================================================================================================================


BASIC LOSS PER SHARE                                    $         (0.03)   $         (0.02) $         (0.07)  $         (0.04)
===============================================================================================================================


WEIGHTED AVERAGE
    SHARES OUTSTANDING                                          6,902,000        6,057,000        6,855,000         5,980,000
===============================================================================================================================
</TABLE>








                   The accompanying notes are an integral part
                   of these consolidated financial statements.


                                       5
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                               Cumulative
                                                                                     From         Six Month         Six Month
                                                                            Incorporation      Period Ended      Period Ended
                                                                         to September 30,     September 30,     September 30,
                                                                                     2000              2000              1999
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

    Loss for the period                                                    $   (1,531,089) $      (454,275)  $      (244,262)
    Items not affecting cash:
       Amortization                                                                63,514           23,965            12,129
       Stock based compensation                                                   372,204           34,575              -
       Stock issued for consulting fees                                            37,500           37,500
    Changes in non-cash working capital items:
       Increase in accounts receivable                                             (7,702)          (1,538)          (13,104)
       Increase (decrease) in accounts payable                                     25,464           (6,330)           (2,397)
       (Increase) decrease in prepaid expenses                                     (7,572)           5,473                -
                                                                           --------------  ---------------   ---------------

    Net cash used in operating activities                                      (1,047,681)        (360,630)         (247,634)
                                                                           --------------  ---------------   ---------------


CASH FLOWS FROM INVESTING ACTIVITIES

    Acquisition of capital assets                                                (222,241)          (4,387)         (124,224)
    Acquisition of subsidiary                                                        (335)              -                 -
                                                                           --------------  ---------------   ---------------

    Net cash used in investing activities                                        (222,576)          (4,387)         (124,224)
                                                                           --------------  ---------------   ---------------


CASH FLOWS FROM FINANCING ACTIVITIES

    Proceeds from common shares                                                 1,416,500          394,500           400,000
    Loans from related parties                                                     37,313           19,533            (4,541)
                                                                           --------------  ---------------   ---------------

    Net cash provided by financing activities                                   1,453,813          414,033           395,459
                                                                           --------------  ---------------   ---------------


CHANGE IN CASH FOR THE PERIOD                                                     183,556           49,016            23,601


CASH, BEGINNING OF PERIOD                                                              -           134,540           163,406
                                                                           --------------  ---------------   ---------------


CASH, END OF PERIOD                                                        $      183,556  $       183,556   $       187,007
==============================================================================================================================
</TABLE>


SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 12)


                   The accompanying notes are an integral part
                   of these consolidated financial statements.


                                       6
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Expressed in United States Dollars)
(Unaudited)

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                                                     Deficit
                                                        Common Stock                             Accumulated
                                                ------------------------------    Additional      During the
                                                       Number                        Paid-in     Development
                                                    of Shares          Amount        Capital           Stage            Total
------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>             <C>            <C>             <C>
Issued shares for acquisition (Note 4)              5,100,000  $        5,100  $          -   $           -   $        5,100

Issued shares for cash at $0.01 per share             500,000             500          4,500              -            5,000

Issued shares for cash at $0.50 per share             100,000             100         49,900              -           50,000

Issued shares for cash at $1.00 per share             184,000             184        183,816              -          184,000

Loss for the period                                        -               -              -          (71,668)        (71,668)
                                                -------------  --------------  -------------  --------------  --------------

Balance at March 31, 1999                           5,884,000           5,884        238,216         (71,668)        172,432

Shares issued for cash                                768,000             768        782,232              -          783,000

Stock-based compensation for options
  issued to consultants and non-employees                 -               -          337,629              -          337,629

Loss for the year                                         -               -              -        (1,005,146)     (1,005,146)
                                                -------------  --------------  -------------  --------------  --------------

Balance at March 31, 2000                           6,652,000           6,652      1,358,077      (1,076,814)        287,915

Stock-based compensation for options
  issued to consultants and non-employees                  -               -          34,575                          34,575

Issued shares for cash at $1.00 per share             180,000             180        179,820              -          180,000

Issued shares for services at $0.50 per share          75,000              75         37,425              -           37,500

Issued shares for cash at $0.50 per share             460,000             460        229,540              -          230,000

Finders fees paid in cash                                  -               -         (15,500)             -          (15,500)

Loss for the period                                        -               -              -         (454,275)       (454,275)
                                                -------------  --------------  -------------  --------------  --------------

Balance at September 30, 2000                       7,367,000  $        7,367  $   1,823,937  $   (1,531,089) $      300,215
==============================================================================================================================
</TABLE>


                   The accompanying notes are an integral part
                   of these consolidated financial statements.


                                       7
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------



1.       NATURE OF OPERATIONS

         ViaVid  Broadcasting  Inc., a Nevada  corporation,  was incorporated on
         January 20,  1999.  On January 27,  1999,  the  Company  completed  the
         acquisition of ViaVid  Broadcasting Corp., a Canadian company operating
         in Vancouver, British Columbia, Canada.

         The Company was incorporated in order to create a global internet video
         broadcasting  company that offers a network of video services utilizing
         streaming video technology.

2.       GOING CONCERN

         As at September  30, 2000,  the Company has an  accumulated  deficit of
         $1,531,089.  The  Company's  ability to continue as a going  concern is
         dependent on continued  financial support in the form of loans from its
         shareholders and other related  parties,  the ability of the Company to
         raise equity  financing,  and the attainment of profitable  operations.
         Management is of the opinion that  sufficient  working  capital will be
         obtained  from external  financing and further share  issuances to meet
         the Company's liabilities as they become due.

         These consolidated  financial  statements have been prepared on a going
         concern basis,  which assumes the realization of assets and liquidation
         of  liabilities  in the normal course of business.  They do not include
         any adjustments to the  recoverability  and  classification of recorded
         asset  amounts  and  liabilities  that  might be  necessary  should the
         Company be unable to continue as a going concern.

3.       SIGNIFICANT ACCOUNTING POLICIES

         In preparing these consolidated financial statements in conformity with
         generally accepted  accounting  principles,  management was required to
         make  estimates  and  assumptions  that affect the reported  amounts of
         assets  and  liabilities  and  disclosure  of  contingent   assets  and
         liabilities  as of the  date of the  balance  sheet  and  revenues  and
         expenses  for the period.  Actual  results in future  periods  could be
         different  from  these  estimates  made  in  the  current  period.  The
         following is a summary of the  significant  accounting  policies of the
         Company:

         PRINCIPLES OF CONSOLIDATION

         These  consolidated  financial  statements  include the accounts of the
         Company and its wholly-owned subsidiary,  ViaVid Broadcasting Corp. All
         significant   inter-company   balances  and   transactions   have  been
         eliminated.

         REPORTING ON COSTS OF START-UP ACTIVITIES

         In April 1998, the American Institute of Certified Public  Accountant's
         issued  Statement of Position 98-5  "Reporting on the Costs of Start-Up
         Activities"  ("SOP  98-5")  which  provides  guidance on the  financial
         reporting of start-up costs and  organization  costs. It requires costs
         of  start-up  activities  and  organization  costs  to be  expensed  as
         incurred.  SOP 98-5 is  effective  for  fiscal  years  beginning  after
         December  15, 1998 with  initial  adoption  reported as the  cumulative
         effect of a change in  accounting  principle.  The Company  adopted SOP
         98-5 during the last period.


                                       8
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------



3.       SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

         CAPITAL ASSETS

         Capital assets are recorded at cost and are amortized over their useful
         lives on the declining balance method at the following rates:

             Computer equipment                         30%
             Office furniture                           20%
             Telephone and video equipment              20%

         FINANCIAL INSTRUMENTS

         The  Company's   financial   instruments   consist  of  cash,  accounts
         receivable, accounts payable and accrued liabilities and due to related
         parties.  Unless otherwise  noted, it is management's  opinion that the
         Company is not  exposed to  significant  interest,  currency  or credit
         risks arising from these financial instruments. The fair value of these
         financial   instruments   approximate  their  carrying  values,  unless
         otherwise noted.

         REVENUE RECOGNITION

         Revenue is  recognized  once the  filming  and editing of a project has
         been completed.

         FOREIGN CURRENCY TRANSLATION

         The Company accounts for foreign currency  transactions and translation
         of foreign currency  financial  statements under Statement of Financial
         Accounting  Standards No. 52,  "Foreign  Currency  Translation"  ("SFAS
         52").   Transaction  amounts  denominated  in  foreign  currencies  are
         translated at exchange rates prevailing at transaction dates.  Carrying
         values of monetary  assets and liabilities are adjusted at each balance
         sheet  date to reflect  the  exchange  rate at that date.  Non-monetary
         assets and  liabilities  are  translated  at the  exchange  rate on the
         original transaction date. Gains and losses from restatement of foreign
         currency monetary and non-monetary  assets and liabilities are included
         in  income.  Revenues  and  expenses  are  translated  at the  rates of
         exchange prevailing on the dates such items are recognized in earnings.

         SEGMENTED INFORMATION

         In June 1997, the Financial  Accounting Standards Board ("FASB") issued
         SFAS No. 131,  "Disclosures About Segments of an Enterprise and Related
         Information."  SFAS No.  131  establishes  standards  for the manner in
         which public companies report  information about operating  segments in
         annual and interim financial statements. The statement is effective for
         fiscal years beginning after December 15, 1997.

         The Company conducts  substantially  all of its operations in Canada in
         one business segment.

         LOSS PER SHARE

         In February  1997,  the  Financial  Accounting  Standards  Board issued
         Statement of Financial  Accounting  Standards  No. 128,  "Earnings  Per
         Share" ("SFAS  128").  Under SFAS 128,  basic and diluted  earnings per
         share are to be  presented.  Basic  earnings  per share is  computed by
         dividing  income  available  to  common  shareholders  by the  weighted
         average  number  of common  shares  outstanding  in the  year.  Diluted
         earnings per share takes into  consideration  common shares outstanding
         (computed  under basic  earnings  per share) and  potentially  dilutive
         common shares.



                                       9
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------



3.       SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

         INCOME TAXES

         Income taxes are  provided in  accordance  with  Statement of Financial
         Accounting Standards No. 109, "Accounting for Income Taxes". A deferred
         tax  asset or  liability  is  recorded  for all  temporary  differences
         between   financial  and  tax   reporting   and  net   operating   loss
         carryforwards.  Deferred  tax expenses  (benefit)  results from the net
         change during the year of deferred tax assets and liabilities.

         Deferred tax assets are reduced by a valuation  allowance  when, in the
         opinion of management,  it is more likely than not that some portion or
         all of the  deferred  tax assets  will not be  realized.  Deferred  tax
         assets and  liabilities  are adjusted for the effects of changes in tax
         laws and rates on the date of enactment.

         STOCK-BASED COMPENSATION

         Statement of Financial  Accounting  Standards No. 123,  "Accounting for
         Stock-Based  Compensation," encourages, but does not require, companies
         to record compensation cost for stock-based employee compensation plans
         at fair  value.  The  Company  has  chosen to account  for  stock-based
         compensation   using  Accounting   Principles  Board  Opinion  No.  25,
         "Accounting  for Stock Issued to Employees."  Accordingly  compensation
         cost for stock options is measured as the excess, if any, of the quoted
         market price of the  Company's  stock at the date of the grant over the
         amount an employee is required to pay for the stock.

         ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

         In June 1998, the Financial Accounting Standards Board issued Statement
         of Financial  Accounting  Standards No. 133  "Accounting for Derivative
         Instruments  and Hedging  Activities"  ("SFAS  133") which  establishes
         accounting and reporting  standards for derivative  instruments and for
         hedging  activities.  SFAS 133 is effective for all fiscal  quarters of
         fiscal  years  beginning  after June 15, 1999.  In June 1999,  the FASB
         issued  SFAS  137 to defer  the  effective  date of SFAS 133 to  fiscal
         quarters of fiscal years  beginning  after June 15,  2000.  The Company
         does not  anticipate  that the  adoption of the  statement  will have a
         significant impact on its financial statements.

         COMPREHENSIVE INCOME

         In June 1997,  the FASB issued SFAS No. 130,  "Reporting  Comprehensive
         Income".  SFAS No. 130  establishes  standards  for the  reporting  and
         display of comprehensive income and its components (revenue,  expenses,
         gains and losses). The purpose of reporting  comprehensive income is to
         present a measure of all  changes in  stockholders'  equity that result
         from  recognized  transactions  and other economic  events of the year,
         other than transactions  with owners in their capacity as owners.  SFAS
         No. 130 is  effective  for  financial  statements  issued  for  periods
         beginning  after  December  15,  1997.  The adoption of SFAS 130 had no
         impact on total stockholders' equity during the current period.

4.       ACQUISITION OF VIAVID BROADCASTING CORP.

         On January 27, 1999,  the Company  completed the  acquisition of ViaVid
         Broadcasting  Corp.  ("VBC"), a related company having common directors
         and officers.  VBC is a Canadian company incorporated under the laws of
         British Columbia on July 26, 1994. VBC was inactive from  incorporation
         until  October 30,  1998 when it changed  its name from 477504  British
         Columbia Ltd. to ViaVid Broadcasting Corp.

                                       10
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------



4.       ACQUISITION OF VIAVID BROADCASTING CORP. (cont'd.....)

         The Company acquired VBC pursuant to a share exchange agreement whereby
         the Company agreed to issue 5,100,000 common shares to the shareholders
         of VBC in  exchange  for their  3,000  common  shares.  The Company has
         accounted for this transaction as a capital transaction. For accounting
         purposes,  the financial  statements of the Company and its  subsidiary
         are deemed to have been  combined for the prior and current  accounting
         periods. As of the date of acquisition,  VBC held no significant assets
         and  liabilities  and the  accumulated  losses to January  27, 1999 was
         $335.

5.       CAPITAL ASSETS

<TABLE>
<CAPTION>
=====================================================================================================================
                                                                                              Net Book Value
                                                                                     --------------------------------
                                                                         Accumulated    September 30,       March 31,
                                                               Cost     Amortization             2000            2000
---------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>              <C>              <C>
Computer equipment                                    $     133,557 $       40,096   $       93,461   $      106,508
Office furniture                                             11,103          2,950            8,153            8,675
Telephone and video equipment                                77,582         15,034           62,548           68,557
                                                      ------------- --------------   --------------   --------------

                                                      $     222,242 $       58,080   $      164,162   $      183,740
=====================================================================================================================
</TABLE>



6.       CAPITAL STOCK

         The  Company  issued  shares  of  common  stock  for  the  period  from
         incorporation on January 20, 1999 to March 31, 1999 as follows:

                  In January 1999, in connection  with the acquisition of ViaVid
                  Broadcasting  Corp.,  the Company issued  5,100,000  shares of
                  common  stock under  Regulation  D, subject to Rule 144 of the
                  Securities Act of 1933, as amended, with a value of $5,100.

                  In February 1999, the Company completed an offering of 500,000
                  shares of common stock under Regulation D, subject to Rule 504
                  of the  Securities  Act of  1933,  as  amended,  and  realized
                  proceeds of $5,000.

                  In February 1999, the Company completed an offering of 100,000
                  shares of common stock under Regulation D, subject to Rule 504
                  of the  Securities  Act of  1933,  as  amended,  and  realized
                  proceeds of $50,000.

         In February 1999,  the Company  completed an offering of 184,000 shares
         of  common  stock  under  Regulation  D,  subject  to  Rule  504 of the
         Securities Act of 1933, as amended, and realized proceeds of $184,000.


                                       11
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------



6.       CAPITAL STOCK (cont'd...)


         The Company  issued  shares of common stock during the year ended March
         31, 2000 as follows:

                  In October 1999,  the Company  issued 295,000 shares of common
                  stock under  Regulation S of the  Securities  Act of 1933,  as
                  amended, and realized proceeds of $295,000.

                  In November  1999, the Company issued 202,000 shares of common
                  stock under  Regulation S of the  Securities  Act of 1933,  as
                  amended, and realized proceeds of $202,000.

                  In December  1999,  the Company issued 40,000 shares of common
                  stock  under   Regulation  D,  subject  to  Rule  504  of  the
                  Securities Act of 1933, as amended,  and realized  proceeds of
                  $40,000.

                  In January 2000,  the Company  issued 225,000 shares of common
                  stock on the exercise of stock  options and realized  proceeds
                  of $225,000.

                  In March 2000, the Company issued 6,000 shares of common stock
                  on the  exercise  of stock  options and  realized  proceeds of
                  $21,000.

         The Company  issued  shares of common stock during the six month period
         ended September 30, 2000 as follows:

                  In April 2000,  the Company  issued  180,000  shares of common
                  stock on the exercise of stock  options and realized  proceeds
                  of $180,000.

                  In July 2000, the Company issued 75,000 shares of common stock
                  in exchange for consulting services at a deemed value of $0.50
                  per share.

                  In September,  the Company  issued  230,000 units at $1.00 per
                  unit  pursuant to a unit  offering  under  Regulation S of the
                  Securities Act of 1933, as amended. Each unit consisted of two
                  common  shares and one share  purchase  warrant to purchase an
                  additional  common share at $0.50 per share,  until  September
                  30, 2003.  The proceeds to the Company were $214,500 (net of a
                  finders fees of $15,500).

7.       SHARE PURCHASE WARRANTS

         As at September 30, 2000, the following  share  purchase  warrants were
         outstanding:

===============================================================================
          Number             Exercise
        of Shares              Price              Expiry Date
-------------------------------------------------------------------------------
          230,000              $0.50              September 30, 2003
===============================================================================


                                       12
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------



8.       STOCK OPTIONS

         As at September 30, 2000, the following stock options were outstanding:

===============================================================================
          Number              Exercise
       of Shares                 Price               Expiry Date
-------------------------------------------------------------------------------
          20,000                 $1.00               November 24, 2002
         237,000                  1.00               January 19, 2003
          50,000                  1.00               February 3, 2003
          25,000                  3.50               March 1, 2010
          50,000                  1.00               April 10, 2003
         170,000                  1.00               May 15, 2003
          20,000                  1.00               June 19, 2003
           5,000                  1.00               August 17, 2003
          75,000                  1.00               August 28, 2003
         150,000                  1.00               September 23, 2003
===============================================================================



9.       RELATED PARTY TRANSACTIONS

         The  Company  entered  into the  following  transactions  with  related
         parties:

         a)       Paid or accrued  consulting  fees  totalling  $90,774  (1999 -
                  $47,380 to two directors) to three directors of the Company

         b)       Paid salary  totalling  $16,137 (1999 - $16,244) to an officer
                  of the Company.


10.      INCOME TAXES

         The Company's total deferred tax asset is as follows:

================================================================================
Net operating loss carry forward                                 $      441,170
Valuation allowance                                                    (441,170)
                                                                 --------------

                                                                 $            -
================================================================================

         The  Company  has  United  States   operating  loss   carryforwards  of
         approximately  $451,000  which expires in the year 2019.  The Company's
         subsidiary,  ViaVid  Broadcasting  Corp.,  has Canadian  operating loss
         carryforwards of approximately  $625,000 which expire in the year 2007.
         The Company  provided a full  valuation  allowance  on the deferred tax
         asset because of the uncertainty regarding realizability.


                                       13
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------



11.      STOCK-BASED COMPENSATION EXPENSE

         Statement of Financial  Accounting  Standards No. 123,  "Accounting for
         Stock-Based Compensation", encourages but does not require companies to
         record compensation cost for stock-based employee compensation plans at
         fair  value.   The  Company  has  chosen  to  account  for  stock-based
         compensation   using  Accounting   Principles  Board  Opinion  No.  25,
         "Accounting for Stock Issued to Employees".  Accordingly,  compensation
         cost for stock  options is measured  as the  excess,  if any, of quoted
         market  price of the  Company's  stock  at the  date of grant  over the
         option price. No stock based  compensation has resulted from the use of
         this standard.

         Following is a summary of the status of the plan during 2000:

<TABLE>
<CAPTION>
         ====================================================================================================================
                                                                                                                    Weighted
                                                                                                                     Average
                                                                                                      Number        Exercise
                                                                                                   of Shares           Price
         --------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>       <C>
         Outstanding at March 31, 2000                                                               642,000  $         1.49
             Granted                                                                                 620,000            1.00
             Forfeited                                                                              (280,000)          (1.89)
             Exercised                                                                              (180,000)          (1.00)
                                                                                               -------------

         Outstanding at September 30, 2000                                                           802,000            1.08
         ====================================================================================================================
</TABLE>

         On June 7, 2000,  302,000 stock options were  re-priced  from $3.50 per
         share to $1.00 per share.  The re-pricing  changed the weighted average
         at March 31, 2000 from $2.72 to $1.49.

         The  weighted  average  fair value of options  to  non-employees  as at
         September 30, 2000 is approximately $1.09 per share.

         Following  is a  summary  of  the  status  of  options  outstanding  at
         September 30, 2000:

<TABLE>
<CAPTION>
=====================================================================================================================
                                                  Outstanding Options                      Exercisable Options
                                       -------------------------------------------    -------------------------------
                                                           Weighted
                                                            Average      Weighted                           Weighted
                                                          Remaining       Average                            Average
                                                        Contractual      Exercise                           Exercise
Exercise Price                                Number           Life         Price             Number           Price
---------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>        <C>                  <C>           <C>
$    1.00                                     20,000          2.2        $    1.00            20,000        $  1.00
     1.00                                    237,000          2.3             1.00           219,000           1.00
     1.00                                     50,000          2.3             1.00            50,000           1.00
</TABLE>

                                  - continued -


                                       14
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
SEPTEMBER 30, 2000




11.      STOCK-BASED COMPENSATION EXPENSE (cont'd...)

<TABLE>
<CAPTION>
=====================================================================================================================
                                                  Outstanding Options                      Exercisable Options
                                       -------------------------------------------    -------------------------------
                                                           Weighted
                                                            Average      Weighted                           Weighted
                                                          Remaining       Average                            Average
                                                        Contractual      Exercise                           Exercise
Exercise Price                                Number           Life         Price             Number           Price
---------------------------------------------------------------------------------------------------------------------
             CONTINUED...
<S>                                           <C>             <C>        <C>                  <C>           <C>
     3.50                                     25,000          9.4             3.50            25,000           3.50
     1.00                                     50,000          2.6             1.00            50,000           1.00
     1.00                                    170,000          2.6             1.00           170,000           1.00
     1.00                                     20,000          2.7             1.00            20,000           1.00
     1.00                                      5,000          2.9             1.00             5,000           1.00
     1.00                                     75,000          2.9             1.00            75,000           1.00
     1.00                                    150,000          3.0             1.00           150,000           1.00
=====================================================================================================================
</TABLE>

         NON-VESTED STOCK OPTIONS

         The Company has granted  options to employees to purchase 15,000 shares
         of common  stock  exercisable  at $1.00 per share  that vest and become
         exercisable on October 19, 2000.

         The Company has granted options to consultants to purchase 3,000 shares
         of common stock exercisable at $1.00 per share that vest on October 19,
         2000.

         COMPENSATION

         Had  compensation  cost for employees  been  recognized on the basis of
         fair value pursuant to Statement of Financial  Accounting Standards No.
         123, net loss and loss per share would have been adjusted as follows:

================================================================================
NET LOSS

    As reported                                                  $    (224,783)
                                                                 ===============

    Pro forma                                                    $    (245,177)
                                                                 ===============

BASIC AND DILUTED LOSS PER SHARE

    As reported                                                  $       (0.03)
                                                                 ===============

    Pro forma                                                    $       (0.04)
================================================================================


                                       15
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------



11.      STOCK-BASED COMPENSATION EXPENSE (cont'd...)

         The fair  value of each  option  granted is  estimated  using the Black
         Scholes Model.  The assumptions  used in calculating  fair value are as
         follows:

================================================================================
Risk-free interest rate                                       5.554% - 6.484%%
Expected life of the options                                           2 years
Expected volatility                                                        50%
Expected dividend yield                                                     -
================================================================================

         The Company  accounts for stock issued to  non-employees  in accordance
         with the  provisions  of SFAS 123 and the  emerging  issues  task force
         consensus in issued No. 96 - 18 "Accounting for Equity Instruments that
         are Issued to Other Than Employees for Acquiring or in Conjunction with
         Selling, Goods or Services".

         The Company granted 225,000 options to third party  consultants  during
         the current period. The stock based compensation recognized,  using the
         Black Scholes Option pricing model, is Nil.

         The Company granted 390,000 options to third party  consultants  during
         the six month period ended June 30, 2000. The stock based  compensation
         recognized,  using the Black Scholes Option pricing model, is $138,300.
         This  amount  will be  amortized  to expense  over a two year period at
         $17,287 per quarter.  This amount can be  allocated to another  expense
         category in the accompanying  consolidated  statements of operations as
         consulting fees.

12.      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

<TABLE>
<CAPTION>
=====================================================================================================================
                                                                       Cumulative
                                                                             From        Six Month         Six Month
                                                                    Incorporation     Period Ended      Period Ended
                                                                 to September 30,    September 30,     September 30,
                                                                             2000             2000              1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                 <C>              <C>
Cash paid for income taxes                                     $            -      $            -   $            -
=====================================================================================================================

Cash paid for interest                                         $            -      $            -   $            -
=====================================================================================================================
</TABLE>

         The following non-cash operating,  investing and financial transactions
         occurred during the six month period ended September 30, 2000:

                  The Company  issued  75,000 shares of common stock at a deemed
                  value of $37,500 for consulting services.

         There were no non-cash operating,  investing and financing transactions
         during the six month period September 30, 1999.


                                       16
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------



12.      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (cont'd...)

         The following non-cash operating,  investing and financial transactions
         occurred during the period from date of  incorporation to September 30,
         2000:

                  The  Company  issued  5,100,000  shares of  common  stock at a
                  deemed  value  of  $5,100  for  the   acquisition   of  ViaVid
                  Broadcasting Corp.

                  The Company  issued  75,000 shares of common stock at a deemed
                  value of $37,500 in exchange for consulting services.

13.      SUBSEQUENT EVENT

         Subsequent  to  September  30,  2000,  the Company  completed a private
         placement of 142000 units at $1.00 per unit pursuant to a unit offering
         under Regulation S of the Securities Act of 1933, as amended.  The unit
         offering  consisted of two common shares and one share purchase warrant
         to  purchase  an  additional  common  share at $0.50 per  share,  until
         September 30, 2003.  The proceeds to the Company were $140,000 net of a
         finders fee of $2000.


                                       17
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

GENERAL

         We are in the business of providing  digital  streaming  technology  to
create, develop and offer live event coverage,  participant interviews, news and
information   and  video  and  audio  feeds  through  our  website   located  at
www.viavid.com  and other  syndicated  distribution  sites.  We deliver live and
archived available on-demand video content across a variety of digital platforms
from narrow band Internet to broadband Internet.  We offer a technology platform
to capture an Internet  audience when traditional  media broadcast  coverage may
not be available.

         We have  only  recently  commenced  business  and we have  earned  only
minimal revenues to date. There can be no assurance that our business plans will
be  successful.  Our  business  is still in the  development  stage.  We started
development  of our  business in January,  1999.  We  established  the  Business
Channel, VBC News 1 Channel in January, 1999 and commenced commercial operations
in March,  1999.  Over the past year, we have been producing and  broadcasting a
variety of new programs and special events over the Internet.

         Our  business  objective is to develop an Internet  video  broadcasting
company that offers a wide variety of video services  utilizing  streaming video
technology.  We have established Channels to provide viewers with access to news
and information relating to such topics as business,  entertainment,  health and
lifestyles and sports.  There can be no assurance that we will be able to attain
our business objective.

RESULTS OF OPERATIONS

REVENUES.  Our revenues were $12,373 for the six month period  ending  September
30, 2000, compared to revenues of $15,553 for the period September 30, 1999. Our
revenues  for the year ended  March 31, 2000 were  $50,148.  Our  revenues  were
achieved  primarily  from  video  production  and  Internet  broadcast  services
provided to our  customers.  We also  achieved  revenues  from hosting  services
provided to customers

Our revenues are minimal in comparison to our operating  expenses as the Company
is currently in the  start-up  phase of its  operations.  We are  attempting  to
increase our future revenues by completing our plan of operations,  as discussed
below. In addition,  we have commenced  "live" Internet  broadcasts in December,
1999. Our objective is to attract  corporate  sponsorship  and  advertising  for
these "live" Internet broadcasts.

OPERATING  EXPENSES.  Our  operating  expenses  were  $466,648 for the six month
period ending September 30, 2000, compared to operating expenses of $259,815 for
the six months  ending  September 30, 1999.  The increase in operating  expenses
during this quarter was due to the move to the new production facilities and the
additional  expenses  incurred to run a live feed from the studio. We will incur
additional  operating expenses as we continue to provide live broadcast feeds of
our productions on the Internet.  We will continue to have operating expenses in
connection with the continued  up-grade of our Web site. We also anticipate that
operating  expenses  will increase as the number of video  productions  which we
produce and broadcast for our customers increases.

NET LOSS.  Our net loss was  $454,275,  or $0.07 per  share,  for the six months
ending  September 30, 2000. Our net loss was $244,262,  or $0.04 per share,  for
the six months ended  September 30, 1999. Our net loss reflects the fact that we
have not earned significant revenues to date.



                                       18
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES AND PLAN OF OPERATIONS

         Our  operations  have been  financed  principally  through sales of our
equity securities.

         We had cash of $198,830 as of  September  30, 2000  compared to cash of
$153,749 as of March 31, 2000.

         During the period  August 17 through  October 27, 2000, we realized net
proceeds of $370,000  from the sales of our equity  securities.  These  proceeds
were used to finance our operating activities.

         We plan on meeting our operating  expenses  during the year by focusing
on  generating   revenues  through   advertisements   and  sponsorship  on  live
broadcasts,  video productions for broadcast on our website and hosting of video
productions as well as from  additional  capital  intended to be provided by the
proposed  sale  of  equity  securities.  There  can  be no  assurance  that  any
additional capital can be raised or, if equity securities are sold, the terms of
any such transaction.

         Subject to the availability of sufficient funds, we currently intend to
pursue the following Plan of Operations during the twelve months ended March 31,
2001:

         o        Continue  to develop a customer  base of public and  financial
                  companies to use our services  for digital  video  productions
                  and  Internet  broadcasting.   We  anticipate  we  will  spend
                  approximately  $100,000  on this  marketing  expense  over the
                  twelve-month period;

         o        Continue to develop the Business  Channel for  broadcast  from
                  our  Web  site.  We  anticipate  we will  spend  approximately
                  $200,000 on this  development  expense  over the  twelve-month
                  period;

         o        Develop additional  programming for our Sports,  Entertainment
                  and Health and  Lifestyles  Channels.  We  anticipate  we will
                  spend  approximately  $500,000 on various  programs  for these
                  additional channels over the twelve-month period;

         o        Evaluate whether to set up an additional  office or offices in
                  additional  cities in order to expand  our  business  and meet
                  customer  demand.  If  we  proceed  to  establish   additional
                  offices, we anticipate we will spend approximately $50,000 for
                  this purpose over the twelve-month period;

         o        Expand  our  Web  site  to   attempt   to  extract   marketing
                  information and data from users in order to obtain a basis for
                  earning  advertising  revenue.  We  anticipate  we will  spend
                  approximately  $50,000 on  expansion  of our Web site over the
                  twelve-month period;

         o        Purchase  additional  equipment  to expand our  digital  video
                  production  studio  and  video  production  capabilities.   We
                  anticipate we will spend approximately  $250,000 on additional
                  production equipment over the twelve-month period.

     Accordingly,  subject to the  availability  of funds, we anticipate that we
will spend approximately $1,150,000 over the twelve-month period in pursuing our
Plan of Operations described above.



                                       19
<PAGE>

         Substantially  all these funds will need to be obtained from additional
equity  financings to be completed in the future.  In the event we are unable to
obtain these funds from these  sources,  our ability to pursue our business plan
will be adversely affected.

         Our actual  expenditures  and business plan may differ from this stated
Plan of Operations.  Although we have no present plans or proposals  pending,  a
strategic  alliance  relating to one aspect of streaming content or encoding may
cause our Board of Directors to modify our plans. In addition, we may modify our
Plan of Operations based on the available amounts of financing in the event that
we  cannot  obtain  the  required  equity  financings  to  pursue  our  Plan  of
Operations.  We do not have any  arrangement  in  place  for any debt or  equity
financing which would enable us to meet our Plan of Operations.

         We are currently receiving revenues from video production , advertising
and hosting  services.  We  anticipate  an increase in revenue from  production,
advertising,  sponsorship  and hosting  video  footage and web content if we are
successful in increasing our customer base over the next twelve months.

         Notwithstanding  the above Plan of  Operations,  we  anticipate we will
experience  continuing  operating losses in the foreseeable future. We base this
expectation in part on the following:

         o        We will  incur  substantial  marketing  expense  in  order  to
                  advertise  and promote our Web site,  to  establish a customer
                  base and to increase the usage of our Web site.

         o        Increased  usage  of our  Web  site  will  lead  to  increased
                  operating expenses and require additional capital expenditures
                  on new computer equipment, software and technology.

         o        Our operating  expenses will continue to increase as we expand
                  the technical capabilities of our Web site.

         o        Our operating  expenses will increase as we solicit  potential
                  customers  and complete  video  productions  for customers for
                  broadcast via our Web site.

         o        Our operating  expenses will increase as we solicit  potential
                  advertisers  and sponsors and attempt to enter into agreements
                  for advertising and sponsorship on our Web site.

         o        Our  operating  expenses  will  increase  as we  undertake  to
                  implement  programs  to  monitor  usage  of our Web  site  and
                  develop customer profiles of our users.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1996

          With the exception of  historical  matters,  the matters  discussed in
this 10QSB are "forward-looking  statements" as defined under the Securities Act
of 1933, as amended,  and the Securities Exchange Act of 1934, as amended,  that
involve risks and uncertainties. Forward-looking statements made herein include,
but are not limited to, the  statements  in this report  regarding our plans and
objectives  of  management  for  our  future  operations,   including  plans  or
objectives relating to our intentions to provide digital streaming technology to
create, develop and offer live event coverage,  participant interviews, news and
information,  and other content through our Website,  Internet news broadcasting
and other dissemination  services and other products or services,  our plans and
objectives  regarding  revenues  and expenses in future  periods,  our plans and
objectives  and  needs to raise  additional  capital,  the  terms on which  such
capital can be raised, the period over which any capital available  currently to
us or raised in the future will be sufficient to meet our current



                                       20
<PAGE>

level of operating  expenses,  and our plans regarding the uses of that capital,
as  well  as  any  other  prospective  financial   information   concerning  us.
Forward-looking  statements made in this report include the assumptions  made by
management  as to the future  growth and  business  direction  of the  Internet,
e-commerce  through  the  facilities  of the  Internet  and the  role  of  video
production  and Internet news  broadcasting  and  dissemination  services on the
Internet.  They also  include  our  beliefs as to the  importance  of privacy to
users, their willingness to view our broadcasting services and programs, as well
as our plans to improve the  capabilities  of our servers and  facilities.  They
also include our beliefs as to the willingness of small-cap  public companies to
broadcast  corporate  news and  information on the internet and for us to derive
revenues from providing this service.  We cannot assure you that our assumptions
in this regard or our views as to the commercial viability of our business plans
discussed herein will prove to be accurate.  Likewise, we cannot assure you that
we will be  successful  in  growing  our  user  and  customer  base as we  plan,
attracting  companies  to use our  Internet  based  broadcast  services  for the
dissemination  of  their  news  information,   realizing   material  amounts  of
advertising or other revenues,  achieving any commercial  advantage  relative to
other Internet or other financial news dissemination  media companies or raising
the  additional  capital  required  to support our  operations  or the terms and
conditions on which such capital can be raised.  Our ability to realize revenues
and raise additional  capital from the business plans discussed herein cannot be
assured.  If our  assumptions  are incorrect or our advertising and other growth
plans  or  plans  to  realize  revenues  or  raise  additional  capital  fail to
materialize,  we  may  be  unsuccessful  in  developing  as  a  viable  business
enterprise.  Under such  circumstance your entire investment will be in jeopardy
and may be  lost.  Our  inability  to  meet  our  goals  and  objectives  or the
consequences  to us from  adverse  developments  in general  economic or capital
market  conditions  and our inability to raise  additional  capital could have a
material  adverse  effect  on us.  We  caution  you that  various  risk  factors
accompany  those  forward  looking  statements  and are  described,  among other
places, under the caption "Risk Factors" herein,  beginning on page 23. They are
also  described in our Annual  Report on Form 10KSB,  Quarterly  Reports on Form
10-QSB,  and our Current Reports on Form 8-K. These risk factors could cause our
operating  results,  financial  condition  and  ability to fulfill  our plans to
differ materially from those expressed in any forward-looking statements made in
this report and could adversely  affect our financial  condition and our ability
to pursue our business strategy and plans.

                                  RISK FACTORS

         An investment  in shares of our Common Stock  involves a high degree of
risk.  You should  consider  the  following  factors,  in  addition to the other
information  contained in this report,  in evaluating  our business and proposed
activities  before you purchase any shares of our common stock.  You should also
see the "Cautionary  Statement for Purposes of the Safe Harbor Provisions of the
Private   Securities   Litigation  Reform  Act  of  1996"  regarding  risks  and
uncertainties relating to us and to forward looking statements in this report.

                        RISKS APPLICABLE TO OUR BUSINESS

EXTREMELY LIMITED OPERATING HISTORY; HISTORY OF NET LOSSES

         We have had an extremely  limited operating  history.  Our business was
established in January 1999 and our Web site began operations on the Internet in
February 1999. Our total revenues  since  inception  through  September 30, 2000
were $65,957. An investor must consider the



                                       21
<PAGE>

risks,  expenses and  difficulties  frequently  encountered by companies such as
ours,  in the early  stages  of their  development  particularly  in the new and
rapidly evolving market for Internet products,  content and services.  We cannot
assure you that we will be successful in addressing such risks. We cannot assure
you that our revenue will grow  sufficiently to assure our future  success.  New
companies,  such as  ours,  experience  expenses,  difficulties  and  unforeseen
problems that create a higher risk of business failure. If we are not successful
in overcoming these expenses and difficulties, our business may fail.

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

         The report of our independent  auditors on their audit of our financial
statements as of March 31, 2000 contains an explanatory paragraph that describes
an  uncertainty  as to our  ability to  continue  as a going  concern due to our
recurring losses and the necessity to obtain additional financing.  At September
30, 2000 we had cash of $183,556.  In order to meet our Plan of  Operations,  we
will need to raise additional  capital.  We are currently  seeking to raise this
additional capital. There can be no assurance that any additional financing will
be  available  to us on favorable  terms,  or at all. If adequate  funds are not
available or not available on acceptable  terms,  we may not be able to fund our
business  plans as we desire,  or,  develop or  enhance  services  or respond to
competitive  pressures.  Any such inability could have a material adverse effect
on our business, results of operations and financial condition. Additional funds
raised  through the  issuance of equity or  convertible  debt  securities,  will
result in  reducing  the  percentage  ownership  of our  stockholders  and,  our
stockholders  may experience  additional  dilution and such  securities may have
rights,  preferences  or privileges  senior to those of the rights of our Common
Stock.

         As a result of our limited Internet operating history,  we have limited
meaningful  historical  financial data upon which our planned operating expenses
can be based.  Accordingly,  our  anticipated  expense  levels in the future are
based in part on our  expectations  as to future  revenue and will become,  to a
large extent, fixed. Revenues and operating results generally will depend on the
volume of, timing of and ability to complete  transactions,  which are difficult
to forecast.

         In  addition,  there  can be no  assurance  that  we  will  be  able to
accurately predict our revenue,  particularly in light of the unproven manner in
which we intend to derive our Internet revenue,  the intense competition for the
sale of products and  services on the Web,  revenue-sharing  opportunities,  our
limited  operating history and the uncertainty as to the broad acceptance of the
Web as a news broadcasting  medium. We may be unable to adjust our spending in a
timely manner to compensate for  disappointing  results of our marketing efforts
and efforts to develop Internet  revenue,  any unexpected  revenue  shortfall or
other unanticipated changes in the Internet industry.  Our failure to accurately
make such  predictions  or  adjustments  in our  spending  would have a material
adverse effect on our business, results of operations and financial condition.

POSSIBLE INABILITY TO IMPLEMENT OUR BUSINESS STRATEGY

Our business strategy includes completion of the following business objectives:

o        Attracting public companies and other financial  industry customers who
         are prepared to pay for having us prepare digital video productions and
         broadcast  these video  productions on our Web site, as well as seeking
         out potential  advertisers and sponsors who are willing to advertise or
         sponsor  various  programs on our Web site. We have only recently begun
         to seek payment from customers for these services;

o        Continuing  to  expand  the  usage of our Web site by  attracting  both
         financial  industry  customers  and a variety of viewers  for our other
         programs;



                                       22
<PAGE>

o        Expanding the functionality and capability of our Web site;

o        Attracting  advertising to our Web site and establishing  other revenue
         generating opportunities for our Web site;

o        Responding to competitive developments;

o        Implementing and executing our business strategy successfully; and

o        Continuing to develop and upgrade our technologies and our Web site.

         If we are not successful in implementing all components of our business
strategy  successfully,  our operating  results and  financial  condition may be
harmed and our business may fail.

POSSIBLE INABILITY TO GENERATE REVENUES AND PROFITABLE OPERATIONS

         We have  earned  minimal  revenues  to date  and we are  presently  not
profitable.  Our business and marketing strategy  contemplates that we will earn
revenues  from  public  customers  who pay for the  broadcast  of digital  video
productions on the Internet via our Web site, through  advertising posted on our
Web site and  sponsorship.  If we are not able to generate  revenues  from these
activities or if the revenues generated do not exceed the operating costs of our
business, then our business will not be profitable and our business may fail.

ANTICIPATED LOSSES IN FUTURE PERIODS

         During the quarter  ended  September  30,  2000,  we incurred a loss of
$224,783  compared to a loss of $134,670  for the quarter  ended  September  30,
1999.  We expect that our  operating  expenses will increase as we implement our
business and marketing strategy due to the following factors:

o        We will incur  substantial  marketing expense in order to advertise and
         promote  our Web site,  to  establish  a customer  base and to increase
         usage of our Web site.

o        We expect that  increased  usage of our Web site will lead to increased
         operating expenses and require  additional capital  expenditures on new
         computer equipment, software and technology.

o        We expect our operating expenses will continue to increase as we expand
         the technical capabilities of our Web site.

o        We expect our operating  expenses will increase as we solicit potential
         customers and complete  video  productions  for customers for broadcast
         via our Web site.

o        We expect our operating  expenses will increase as we solicit potential
         advertisers and attempt to enter into agreements for advertising on our
         Web site.

o        We expect our  operating  expenses  will  increase as we  undertake  to
         implement  programs  to  monitor  usage  of our Web  site  and  develop
         customer profiles of Web site users.

If our operating  expenses increase as anticipated,  we will realize  additional
losses for the foreseeable future.



                                       23
<PAGE>

LOCAL NATURE OF OUR PRESENT OPERATIONS

         We focused our  operations  initially  on public  companies  located in
Vancouver,  British  Columbia.  We are able to  provide  services  to  companies
located in other markets, but our ability to provide on-location productions has
been  constrained by financial and personnel  limitations.  At present,  we have
produced  only a few events  outside the  Vancouver  area.  Our  objective is to
expand  production  of news and  information  throughout  the United  States and
Canada,  as well as elsewhere.  This sort of expansion,  however,  is subject to
available funding and our ability to market our services in diverse areas. There
can be no assurance  that we will be successful in developing  our business plan
throughout these areas.

DEPENDENCE ON ADVERTISING AND SPONSORSHIP REVENUE

         We intend to derive the principal  portion of our revenue from the sale
of  advertising  and  sponsorship  on our  Internet  site,  and we  intend  that
advertising and sponsorship  revenue will continue to be the principal source of
our revenue in the foreseeable future.

         Our ability to generate advertising and sponsorship revenue will depend
on several factors, including:

         o        the continued  development  of the Internet as an  advertising
                  and sponsorship medium,

         o        the pricing of advertising  and  sponsorship on other Internet
                  sites,

         o        the amount of traffic on our site,

         o        pricing pressures, delays and new product launches,

         o        our  ability  to  achieve,   demonstrate   and  maintain  user
                  demographics attractive to advertisers and sponsors, and

         o        our    ability    to    develop    and    retain   a   skilled
                  advertising/sponsorship sales force.

         Others engaged in seeking to attract users to their Internet sites have
significantly  greater assets and substantially  larger advertising budgets than
we  have.  These  limitations  on our  advertising  budget  can be  expected  to
adversely affect our ability to attract users to our site.

         We believe Internet advertising typically slows in the first quarter of
the year.  Seasonality  and  cyclicality  in the level of  Internet  advertising
expenditures  generally  could  become  more  pronounced  in the  future  as the
Internet becomes more accepted as an advertising vehicle.

MANAGEMENT OF GROWTH AND RELATIONSHIPS;  BRIEF TENURE OF MANAGEMENT;  DEPENDENCE
ON KEY PERSONNEL

         In developing  our business plan, we expect to be required to establish
and manage multiple  relationships with various strategic providers of services,
technology licensors, marketers and other third parties. To date, only a limited
number of such  relationships  have been established.  The requirements to enter
into these relationships will be exacerbated in the event of our material growth
or in the number of third  party  relationships,  and there can be no  assurance
that our  systems,  procedures  or  controls  will be  adequate  to enable us to
establish and enter into these



                                       24
<PAGE>

relationships,  to support any substantial  growth in our operations or that our
management will be able to implement or manage any growth effectively.

         To effectively manage growth, we must establish,  implement and improve
operational,  financial and management information systems and expand, train and
manage  our  employee  base.  Our   development  is  and  will  continue  to  be
substantially  dependent  on the  abilities  and  performance  of our  executive
officers  and  other  key  employees.  The  loss of the  services  of any of our
executive  officers or other key employees could have a material  adverse effect
on our prospects,  business development, and results of operations and financial
condition.  Competition for senior  management,  experienced sales and marketing
personnel,  qualified Web  engineers  and other  employees is and is expected to
continue to be intense.  There can be no assurance that we will be successful in
attracting and retaining such  personnel.  There can be no assurance that we may
not  experience  difficulty  from  time to  time in  hiring  and  retaining  the
personnel  necessary  to support  the  growth of our  business.  Our  failure to
successfully  manage our personnel  requirements  would have a material  adverse
effect on our business, results of operations and financial condition.

         Our performance is  substantially  dependent on the continued  services
and  performance of our senior  management  and other key  personnel,  including
Brian Kathler, President and a Director, Paul Watkins, Secretary/Treasurer and a
Director,  Robert Gamon,  a Director and James King, a Director.  We do not have
long-term  employment  agreements  with any of our key personnel and maintain no
"key person" life  insurance  policies.  Our future  success also depends on our
ability to identify,  attract,  retain and motivate highly  skilled,  technical,
managerial,  sales,  marketing and customer service  personnel.  Competition for
such persons is intense. We cannot assure you that we will be able to attract or
retain such personnel. The failure to do so could have a material adverse effect
on our business, financial condition and results of operations.

DEPENDENCE ON THIRD PARTIES FOR INTERNET TRAFFIC

         We believe that traffic  originating from links on other Internet sites
(particularly  search engines,  directories and other navigational tools managed
by Internet  service  providers and Web browser  companies) will be an important
segment of the overall traffic on our Internet site. These linking  arrangements
are expected to be either  short-term  contracts and/or be able to be terminated
with  little  notice.  There is intense  competition  for these types of linking
arrangements.  We cannot assure you that these  arrangements  will be able to be
created or that advertising or links will be available on reasonable  commercial
terms or at all.  Likewise,  we cannot  assure you that any such  relationships,
once established, will be maintained and continued. Our failure to establish and
retain  these links can be expected to  adversely  affect our ability to attract
persons to our site.

DEPENDENCE ON LICENSED TECHNOLOGY

         We rely on certain  technology  licensed  from third parties for use in
operating and managing our Internet site and providing related services to users
and  advertisers.  We cannot  assure you that such  technology  licenses will be
available at all, that they will be available on reasonable  commercial terms or
that they will operate as intended.

                RISKS APPLICABLE TO INTERNET BUSINESS ACTIVITIES

                      UNPREDICTABILITY OF FUTURE REVENUE;
             POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

         As a result of the  evolving  nature of the  Internet  and our  limited
operating history, we cannot accurately forecast our revenue. Current and future
expense levels are based  principally on



                                       25
<PAGE>

anticipated  future  revenues  and, as we increase the scope of our  activities,
these expenses, to a large extent, will increase and become fixed.  Accordingly,
we may be  unable  to  adjust  spending  to  compensate  for  shortfalls  in our
anticipated  revenues.  If our revenues do not materialize as anticipated,  this
could have an  immediate  material  adverse  effect on our  business,  financial
condition  and results of operations  which could lead to an investor's  loss of
his investment in our company.

         Our quarterly operating results may fluctuate  significantly because of
a variety of factors, many of which are outside our control, including:

o        overall usage levels of the Internet and of our sites in particular,

o        demand  for  Internet  advertising  and  sponsorship  and  the  loss of
         advertisers or sponsors,

o        seasonal trends in Internet use and advertising and sponsors,

o        the amount and timing of our capital expenditures,

o        costs relating to the expansion of our operations and the  introduction
         of new sites and services and Channels,

o        price competition or pricing changes in Internet advertising, and

o        costs relating to technical difficulties or system downtime.

         Quarterly  comparisons of our results of operations are not expected to
be a reliable indication of our future performance.

DEPENDENCE  ON GROWTH IN  INTERNET  USE AND  ACCEPTANCE  AS AN  ADVERTISING  AND
COMMERCE MEDIUM

         Our future revenue will depend largely on the widespread acceptance and
use of the Internet as an information  source and as an advertising and commerce
vehicle. Rapid growth in Internet use is a recent trend and market acceptance of
the Internet as an advertising and commercial  medium is highly  uncertain.  The
Internet may not be accepted as a viable  advertising  and  commerce  medium for
distribution  of  information  and engaging in commerce for a number of reasons,
including:

         o        inadequate development of the network infrastructure,

         o        inadequate development of enabling technologies,

         o        insufficient  commercial  support for Internet  advertising or
                  sponsors,

         o        concerns about privacy and security among users, and

         o        lack  of  widely   accepted   standards   for   measuring  the
                  effectiveness of advertising on the Internet.




                                       26
<PAGE>

RAPID TECHNOLOGICAL CHANGE

         The market for Internet products and services is characterized by rapid
technological  developments,  frequent  new product  introductions  and evolving
industry standards.  We will be required to continually improve the performance,
features and reliability of our infrastructure  and Internet site,  particularly
in response to competition and changing customer  demands.  We cannot assure you
that we will be successful in responding rapidly, cost-effectively or adequately
to such developments.

COMPETITION

         The business of broadcasting  news through the Internet is new, rapidly
evolving and extremely competitive. We compete with a variety of other companies
who  offer  competing  means  of  broadcasting   financial  news  and  corporate
information through the Internet,  substantially all of whom are larger and more
well  established  than we are.  We expect  new  competitors  to enter into this
market due to the  expansion of use of the  Internet  and changes in  technology
that will increase the ability of companies to use video streaming technology on
the Internet.  Substantially all of our current  competitors have  significantly
greater  financial,  technical,  marketing and other resources than we do. If we
experience increased  competition in the business of broadcasting news and video
productions  on the  Internet,  our  ability  to obtain  customers  and  achieve
revenues for our services will be limited. In addition, the potential rates that
we may be able to charge for  advertising  on our Web site may  decrease  if the
growth of the Internet and electronic commerce brings increased competition.

         Competition   among   Internet   content   providers,   including  news
broadcasters,  is intense  and is  expected  to  increase  significantly  in the
future.  The market for Internet  content sites is rapidly evolving and barriers
to entry are low, enabling  newcomers to launch  competitive sites at relatively
low cost.  We also  generally  compete  for users and  advertisers  with a large
number of Internet portals,  search sites and content aggregators,  general news
sites (such as those provided by CNN and ABC) and general purpose online service
providers  (such as  America  Online and MSN).  In  addition,  we  compete  with
traditional media content  businesses such as newspapers,  magazines,  radio and
television.  In order to compete successfully and attract users, advertisers and
strategic partners,  we must provide high quality,  engaging content in a timely
and  cost-effective  manner. We cannot assure you that we will be able to do so.
Moreover,  increased  competition  could  result  in price  reductions,  reduced
margins or loss of market  share,  any of which  could  have a material  adverse
effect on our business, financial condition and results of operations.

NEW SERVICE RISKS

         Our  future  success  may  depend in part on our  ability to expand our
Internet  site to include new subject  matters and services  and other  Internet
sites.  Costs related to developing  new content areas and services are expensed
as they are  incurred  while  revenue  related  to these new  content  areas and
services  typically builds over time and,  accordingly,  our profitability  from
year to year may be adversely affected by the number and timing of new launches.
In  addition,  we  cannot  assure  you that any new  areas or  services  will be
developed in a timely or cost-effective manner or that they will be successful.

RISKS ASSOCIATED WITH BRAND DEVELOPMENT

         We believe brand  identity is important to attracting and expanding our
user base,  Internet  traffic and  advertising  and commerce  relationships.  We
believe the  significance  of brand and name  recognition  will intensify as the
number of Internet sites increases. We cannot assure you that we will be able to
continue to develop our brand.



                                       27
<PAGE>

RISK OF CAPACITY CONSTRAINTS AND SYSTEM DISRUPTIONS

         The  performance  and  reliability  of our  Internet  site and  network
infrastructure  are critical to our reputation and ability to attract and retain
users,  advertisers and strategic  partners.  Any system error or failure,  or a
sudden and significant  increase in traffic, may result in the unavailability of
our site and  significantly  delay  response  times.  Individual,  sustained  or
repeated  occurrences  could result in a loss of  potential  or existing  users,
advertisers or strategic partners. In addition,  because our advertising revenue
is  expected to directly  relate to the number of  advertisements  we deliver to
users,  system  interruptions  or delays would reduce the number of  impressions
delivered and thereby reduce our revenue.

         Our  systems  and  operations  are   vulnerable  to   interruption   or
malfunction  due  to  certain  events  beyond  our  control,  including  natural
disasters, telecommunications failures and computer hacking. We also rely on Web
browsers and online service  providers to provide  Internet access to our sites.
We cannot assure you that we will be able to expand our network  infrastructure,
either  internally  or through  use of  third-party  hosting  systems or service
providers, on a timely basis sufficient to meet demand. We presently have only a
limited amount of redundant  facilities or systems,  no formal disaster recovery
plan and no sufficient business interruption  insurance to compensate for losses
that may occur.  Any  interruption  to our  systems or  operations  could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

         Substantially all of our communications  hardware and computer hardware
is located at a leased  facility in Vancouver,  British  Columbia,  Canada.  Our
systems are  vulnerable to damage from  earthquake,  fire,  floods,  power loss,
telecommunications  failures,  break-ins and similar events. We do not presently
have fully  redundant  systems and have not yet completed  implementing a formal
disaster recovery plan. Despite our implementation of network security measures,
our servers are also  vulnerable  to computer  viruses,  physical or  electronic
break-ins,  attempts by third parties deliberately to exceed the capacity of our
systems and similar disruptive problems. If our computer systems fail to operate
for any of these  reasons,  then we will not be able to operate  our Web site or
achieve revenues from customers and advertisers and our business will be harmed.

SECURITY RISKS

         Our system may be vulnerable to unauthorized  access,  computer viruses
and other security  problems.  A user who  circumvents  security  measures could
misappropriate proprietary information or cause interruptions or malfunctions in
our operations.  We may be required to expend  significant  resources to protect
against the threat of such security breaches or to alleviate  problems caused by
such  breaches.  Although we intend to continue to  implement  industry-standard
security measures, such measures may be inadequate.


GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

         We are not currently  subject to direct  regulation  by any  government
agency,  other than regulations  applicable to businesses  generally.  There are
currently few laws or regulations  directly  applicable to access to or commerce
on the  Internet.  However,  due to the  increasing  popularity  and  use of the
Internet,   a  number  of  legislative   and  regulatory   proposals  are  under
consideration by U.S. and Canadian federal, state, provincial, local and foreign
governmental organizations.  It is possible that a number of laws or regulations
may be adopted  with  respect to the  Internet  relating  to such issues as user
privacy,  user screening to prevent  inappropriate  uses of the Internet by, for


                                       28
<PAGE>

example, minors or convicted criminals, taxation, infringement, pricing, content
regulation, quality of products and services and intellectual property ownership
and infringement.  The adoption of any such laws or regulations may decrease the
growth in the use of the Internet, which could, in turn, decrease the demand for
our community, increase our cost of doing business, or otherwise have a material
adverse effect on our business, results of operations and financial condition.

         Moreover,  the applicability to the Internet of existing laws governing
issues  such  as  property  ownership,   copyright,   trademark,  trade  secret,
obscenity,  libel and personal  privacy is  uncertain  and  developing.  Any new
legislation or regulation,  or application or  interpretation  of existing laws,
could have a material adverse effect on our business,  results of operations and
financial condition.  There can be no assurance that any legislation will not be
enacted in the future that could expose us to substantial liability. Legislation
could also dampen the growth in the use of the Web  generally  and  decrease the
acceptance of the Web as a  communications  and  commercial  medium.  The result
could,  thereby,  have a material  adverse  effect on our  business,  results of
operations and financial condition.

         It is also  possible  that our use of  "cookies"  to track  demographic
information and user preferences and to target advertising may become subject to
laws limiting or prohibiting their use. A "cookie" is a bit of information keyed
to a specific  server,  file pathway or directory  location  that is stored on a
user's hard drive,  possibly without the user's  knowledge.  A user is generally
able to remove cookies.  Germany, for example, has imposed laws limiting the use
of cookies,  and a number of Internet  commentators,  advocates and governmental
bodies in the United States and other  countries  have urged the passage of laws
limiting or abolishing the use of cookies.  Limitations on or elimination of our
use of cookies  could limit our  effectiveness  in targeting of  advertisements,
which  could  have a  material  adverse  effect  on  our  business,  results  of
operations and financial condition.

         In addition,  a number of  legislative  proposals have been made at the
U.S. and Canadian federal,  state,  provincial and local level that would impose
additional taxes on the sale of goods and services over the Internet and certain
jurisdictions have taken measures to tax Internet-related  activities.  The U.S.
Congress  enacted the Internet Tax Freedom Act on October 21, 1998 which imposes
a national  moratorium in the United States on state and local taxes on Internet
access  services,  on-line  services,  and multiple or  discriminatory  taxes on
electric  commerce  effective  October 1, 1998 and ending  three years after its
enactment.  There can be no assurance that, once such moratorium is lifted, some
type of U.S. federal and/or state taxes will be imposed upon Internet  commerce,
and there  can be no  assurance  that  such  legislation  or other  attempts  at
regulating  commerce over the Internet will not substantially  impair the growth
of commerce on the Internet and as a result, our opportunity to derive financial
benefit from these activities may be adversely affected.

         In addition to the foregoing  areas of recent  legislative  activities,
several   telecommunications    carriers   are   currently   seeking   to   have
telecommunications  over the Web  regulated by the U.S.  Federal  Communications
Commission (the "FCC") in the same manner as other telecommunications  services.
In addition, because the growing popularity and use of the Web have burdened the
existing telecommunications infrastructure and many areas with high Web use have
begun to experience  interruptions  in phone service,  local telephone  carriers
have  petitioned  the FCC to regulate ISPs and OSPs in a manner  similar to long
distance  telephone  carriers and to impose access fees on the ISPs and OSPs. If
either of these petitions is granted, or the relief sought is otherwise granted,
the costs of communicating on the Web could increase substantially,  potentially
slowing growth in use of the Web. This could,  in turn,  decrease demand for our
services or increase our cost of doing business.



                                       29
<PAGE>

         Due to the global nature of the Web, it is possible that,  although our
transmissions over the Internet originate primarily in British Columbia, Canada,
the  governments  of various  states in the United States and foreign  countries
might attempt to regulate our  transmissions  or prosecute us for  violations of
their laws.  There can be no assurance that violations of local laws will not be
alleged  or  charged  by  state  or  foreign  governments,  that  we  might  not
unintentionally violate such laws or that such laws will not be modified, or new
laws  enacted,  in the future.  Any of the foregoing  developments  could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

         In  addition,  as our  services  are  available  over the  Internet  in
multiple foreign  countries,  provinces,  states and other  jurisdictions,  such
jurisdictions  may claim that we are  required  to qualify to do  business  as a
foreign  corporation  in each of those  jurisdictions.  We are  qualified  to do
business  only in  British  Columbia,  and our  failure  to qualify as a foreign
corporation in a jurisdiction where we are required to do so could subject us to
taxes and penalties  and could result in our  inability to enforce  contracts in
such jurisdictions.  Any such new legislation or regulation,  the application of
laws and regulations from jurisdictions whose laws do not currently apply to our
business,  or the  application of existing laws and  regulations to the Internet
and other online services could have a material  adverse effect on our business,
results of operations and financial condition.

LIABILITY FOR INFORMATION RETRIEVED FROM THE WEB; ABSENCE OF LIABILITY INSURANCE

         Because  materials  may be  downloaded  by  users  of our Web  site and
subsequently  distributed  to others,  there is a potential  that claims will be
made against us for defamation, negligence, copyright or trademark infringement,
personal injury or other theories based on the nature, content,  publication and
distribution  of these  materials,  including  financial  and other  information
disseminated by use of our Web site by the small-cap  public  companies that are
our  customers.  Such  claims  have been  brought,  and  sometimes  successfully
pressed, against OSPs for example, in the past.

         In addition, the increased attention focused upon liability issues as a
result of these  lawsuits  and  legislative  proposals  could impact the overall
growth of Internet  use. We could also be exposed to  liability  with respect to
the offering of third party content that may be accessible through our Web site,
or through content and materials that may be posted by Members on their personal
Web sites or chat rooms, or on-line discussions offered by us. Such claims might
include,  among others,  that by directly or indirectly hosting the personal Web
sites of third parties,  we are liable for copyright or trademark  infringement,
or other wrongful actions by such third parties through such Web sites.

         It is  also  possible  that  if any  third  party  content  information
provided  on our web site  contains  errors,  third  parties  could make  claims
against us for losses  incurred  in reliance  on such  information.  Even to the
extent  that  such  claims  do not  result in  liability  to us, we could  incur
significant  costs in  investigating  and  defending  against such  claims.  The
imposition  on  us  of  potential   liability  for  information  carried  on  or
disseminated  through  our systems  could  require us to  implement  measures to
reduce our  exposure to such  liability,  which may require the  expenditure  of
substantial  resources and limit the  attractiveness  of our services to Members
and visitors.

         Currently,  we do not carry  general  liability  insurance  intended to
protect  us from any  liability  arising  out of the  foregoing.  In any  event,
however, insurance may not cover all potential claims to which we are exposed or
may not be adequate to indemnify us for all liability  that may be imposed.  Any
imposition of liability  that is not covered by insurance or is in excess of our
insurance coverage would have a material adverse effect on our business, results
of operations  and financial  condition.  In addition,  the increased  attention
focused upon  liability  issues as a result of these  lawsuits  and  legislative
proposals could impact the overall growth of Internet use.



                                       30
<PAGE>

RELIANCE ON INTELLECTUAL PROPERTY RIGHTS

         To  establish  and  protect  our  trademark,  service  mark  and  other
proprietary rights in its products and services, we rely on a combination of:

         o        copyright,  unfair  competition,  trademark,  service mark and
                  trade secret laws and

         o        confidentiality  agreements with our licensees and other third
                  parties and  confidentiality  agreements and policies covering
                  its employees.

         We cannot assure you that these measures will be adequate, that we will
be  able  to  secure  registrations  for  all  of  its  marks  in  the  U.S.  or
internationally  or that third parties will not infringe upon or  misappropriate
our proprietary  rights.  Any  infringement or  misappropriation,  or litigation
relating to intellectual  property rights, may have a material adverse effect on
our business, financial condition and results of operations.

         We have applied to the United States  Trademark office for registration
of "ViaVid" as a trademark  in the United  States.  We have also  applied to the
Canada Patent and Trademark  Office for  registration of "ViaVid" as a trademark
in Canada. A trademark has been issued in Canada for "ViaVid".  We are not aware
of any other  companies  currently using the name "ViaVid" in the United States.
We have conducted searches of trademark  databases in the United States and have
not found any  registration  of the name  "ViaVid" as a  trademark.  There is no
assurance  that we will be able obtain a trademark  for the "ViaVid" name in the
United  States,  or that once  obtained it will stand up to objections by others
who have made prior use of the name.  Also,  there can be no  assurance  that we
will obtain any significant  commercial advantage from this trademark if granted
or that we will have the  financial  resources to protect our rights in the name
through legal proceedings or otherwise. It is also possible that our competitors
or others  will adopt  product or service  names  similar to  "ViaVid"  or other
similar service marks or trademarks, thereby impeding our ability to build brand
identity and possibly  leading to customer  confusion.  Our inability to protect
the name  "ViaVid"  adequately  could  have a  material  adverse  effect  on our
business, results of operations and financial condition.

         Legal standards  relating to the validity,  enforceability and scope of
protection  of  certain  proprietary  rights in  Internet-related  business  are
uncertain and evolving.  In particular,  new registration and ownership priority
procedures  may be adopted which may make it more  difficult for us to retain or
obtain desirable domain names.

CONTROL BY PRINCIPAL STOCKHOLDERS AND POTENTIAL CONFLICTS OF INTEREST

         Our officers and Directors  own  approximately  54% of our  outstanding
shares of Common Stock. As a result, such persons could elect all the members of
our Board.  Such persons could also control those actions requiring the approval
of the holders of a majority of our voting  stock,  including  amendments to our
Articles  of  Incorporation   and  any  business   combinations.   Such  persons
concentration of ownership could prevent a change in control of our company that
might otherwise be beneficial to stockholders.

DIFFICULTIES IN CREATING AWARENESS OF OUR WEB SITE

         We believe that  development  and awareness of our Web site is critical
to our success in  attracting  consumers  and  advertisers.  The  importance  of
customer  awareness  will  increase  as low  barriers  to  entry  encourage  the
proliferation of Web sites. Subject to the availability of funds, we



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<PAGE>

intend to increase our  marketing and  advertising  spending in order to attract
and retain users and advertisers,  and to promote and maintain  awareness of our
Web  site in  response  to  competitive  pressures.  If we are  unsuccessful  in
building strong recognition of our Web site and if our marketing efforts are not
successful,  we will not be successful in attracting  customers for our Web site
and earning revenues from our Web site with the result that our business will be
harmed.

         The success of our business  will depend on  acceptance of our business
format by customers of the video production and Internet  broadcast service that
we offer. There is no assurance that potential  customers will accept the format
of our Web site. Potential customers have a variety of competing means for which
to disseminate corporate information and news, both via the Internet and through
traditional  commercial means. If we are not successful in creating an awareness
of our Web  site  and  attracting  users  to our Web  site,  then we will not be
successful in achieving revenues and our business will be harmed.

EXPENSE OF TECHNOLOGICAL DEVELOPMENTS AND EQUIPMENT UPGRADES

         The market for Internet products and services is characterized by rapid
technological developments, evolving industry standards and consumer demands. It
is possible that the  introduction  of new technology  could render our existing
Web site technology and the services we offer  obsolete.  We anticipate that the
introduction of new technology will require us to continually upgrade and change
our Web site technology in order to maintain our competitive  position and offer
competitive  services.  We anticipate that the  incorporation  of new technology
into our Web site will result in us incurring increased  operating expenses.  If
we are  required to incur these  expenses  and  increased  revenues do not match
these  expenses,  our  business  will be harmed.  If we do not  incorporate  new
technology into our Web site operations,  then our competitive  position and our
ability to attract customers and advertisers may be harmed.

RISKS APPLICABLE TO THE MARKET FOR OUR COMMON STOCK

         NO ACTIVE PRIOR PUBLIC MARKET FOR COMMON STOCK;  POSSIBLE VOLATILITY OF
         STOCK PRICE

         Prior to  January 4, 2000,  there was no active  public  market for our
Common Stock.  Since then,  our Common Stock has been quoted on the OTC Bulletin
Board.  There can be no assurance  that an active  trading market for our Common
Stock will be  sustained  or that the market  price of our Common Stock will not
decline  based upon  market or other  conditions.  The market  price may bear no
relationship  to our  revenues,  earnings,  assets or  potential  and may not be
indicative of our future business  performance.  The trading price of our Common
Stock  has  been and can be  expected  to be  subject  to wide  fluctuations  in
response to variations in our quarterly results of operations,  the gain or loss
of significant strategic relationships, unanticipated delays in our development,
changes in estimates by analysts,  announcements of technological innovations or
new solutions by us or our competitors, general conditions in the technology and
Internet sectors and in  Internet-related  industries,  other matters  discussed
elsewhere in this report and other  events or factors,  many of which are beyond
our control.

         In  addition,  the  stock  market in  general  and the  technology  and
Internet  sectors  in  particular  have  experienced  extreme  price and  volume
fluctuations  which  have  affected  the  market  price  for many  companies  in
industries  similar  or  related  to us and  which  have been  unrelated  to the
operating performance of these companies. These market fluctuations,  as well as
general economic,  political and market conditions,  may have a material adverse
effect on the market price of our Common Stock.



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<PAGE>

         In the past,  following  periods of volatility in the market price of a
company's  securities,   securities  class  action  litigation  has  often  been
instituted  against  such  companies.  Such  litigation,   if  instituted,   and
irrespective  of the outcome of such  litigation,  could  result in  substantial
costs  and a  diversion  of  management's  attention  and  resources  and have a
material  adverse  effect on our business,  results of operations  and financial
condition.

SHARES ELIGIBLE FOR FUTURE SALE

         Sales of  significant  amounts of our Common Stock in the public market
or the  perception  that such sales will or could  occur  could  materially  and
adversely  affect the market price of our Common Stock or our future  ability to
raise  capital  through an  offering  of our equity  securities.  We had,  as of
October 30, 2000, 7,651,000 shares of common stock outstanding.  Of such shares,
4,094,800  shares  were held by  officers  and  Directors  of the  Company.  The
4,094,800 shares held by officers and Directors,  as well as 817,000 shares held
by the wife of an officer and Director, are "restricted securities" as such term
is defined in Rule 144 under the Securities  Act.  Restricted  securities may be
sold in the public market only if registered or if they qualify for an exemption
from  registration  under  Rules  144,  144(k)  or  701  promulgated  under  the
Securities Act.  Approximately  1,446,000  shares of our Common Stock are freely
transferable under U.S. Federal securities laws, including the offer and sale of
1,037,000  shares that has previously been registered  under the Securities Act,
subject  to  the   requirements   of  the   Securities   Act  for  the   selling
securityholders  to deliver a current  prospectus in  connection  with a sale of
those shares. In addition, the 1,116,000 shares included in this prospectus will
also  be  freely   transferrable   subject  to  the  same  prospectus   delivery
requirements. The sale of these shares or the perception that such sales will or
could occur  could  materially  and  adversely  affect the market  price for our
Common Stock.

         On January 27,  2000,  Kathler  Holdings  Inc.,  Paul  Watkins,  Cheryl
Watkins and 549419 BC Ltd.,  our principal  shareholders,  notified us that they
sold or intend to sell an aggregate of 195,000  shares of Common Stock  pursuant
to Rule 144.  Subsequent to the sale of those  shares,  the shares become freely
transferrable under U.S. Federal securities laws.

         We have filed a Form S-8  registration  statement  under the Securities
Act to register  all shares of Common  Stock  issuable  pursuant to  outstanding
options and all shares of Common  Stock  reserved  for  issuance  under our 1999
Stock Option Plan. Such registration statement became effective immediately upon
filing in December 1999 and the shares  issuable on exercise of options  granted
under the 1999 Stock Option Plan are covered by that registration statement. The
shares  issuable on exercise of the options  granted under the Plan are eligible
for sale,  subject  to Rule 144  limitations  applicable  to  affiliates.  As of
October 30, 2000, we have options  outstanding  under the 1999 Stock Option Plan
to purchase  922,000 shares at a price of $1.00 per share and 25,000 shares at a
price of $3.50 per share. An aggregate of 186,000 shares were issued on exercise
of options  granted  under the 1999 Stock  Option Plan on March 14 and April 12,
2000  and  are  included  in  the  shares   described   above  that  are  freely
transferrable  under U.S. Federal securities laws. In addition,  there are 3,000
shares  reserved  for the future grant of options  under the Plan.  We intend to
attract  employees to work for us through the grant of options to purchase these
shares. These options granted to attract additional employees may be immediately
exercisable  and the shares freely  transferrable  under the Securities Act. The
sale of these shares or the preception  that such shares will be sold could have
an adverse effect on the market price for our Common Stock.



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<PAGE>

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

On July 6,  2000,  the  Registrant  issued  75,000  shares to a  Consultant  for
consulting  services  rendered.   These  shares  are  "restricted   securities".
Restricted  securities may be sold in the public market only if registered or if
they qualify for an exemption  from  registration  under Rules 144, 144() or 701
promulgated under the Securities Act.

During the period August 17 through  October 27, 2000, the Registrant  completed
the sale to 16 persons of 372,000 units of securities,  each unit  consisting of
two  shares of common  stock and one  warrant  expiring  September  30,  2003 to
purchase one share of common stock at an exercise price of $0.50 per share.  The
securities  were sold pursuant to  Regulation D and  Regulation S under the Act.
Each purchaser  represented to the Registrant that the purchaser was a "Non-U.S.
Person" and an "accredited  investor".  Each purchaser represented his intention
to  acquire  the  securities  for  investment  only  and  not  with  a  view  to
distribution.  Legends  were  affixed  to the  stock  certificates.  None of the
securities  were sold through an  underwriter  and,  accordingly,  there were no
underwriting discounts or commissions involved.

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

On September  29, 2000,  the  Registrant  held it's first  Annual  Meeting.  The
shareholders  voted in favour of the  following  proposals:  (1) The election of
four Directors to hold office until the next Annual Meeting of  Shareholders  in
2001 or until their respective successors are elected and qualified; and (2) The
approval of the proposal to amend the  Company's  Articles of  Incorporation  to
contain  certain  provisions  to eliminate  or limit the  personal  liability of
Directors and Officers of the Company under certain circumstances.

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

         (a)      Exhibits

                  Exhibit Number    Description

                  27.1              Financial Data Schedule

         (b)      Reports on Form 8-K

                  The  Registrant  did not file any current  reports on Form 8-K
                  during the quarter ended September 30, 2000.


                                   SIGNATURES

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

Date:    November 13, 2000               By:  /s/ Brian Kathler
                                            -------------------------------
                                            President
                                            (Principal Executive Officer and
                                            Principal Accounting Officer)



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