<PAGE>


                                  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 JUNE 30, 2004

[ ]      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.)

11483 WELLINGTON CRESCENT, SURREY
BRITISH COLUMBIA                                             V3R 9H1
--------------------------------------                       -------
(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number, including area code               604-588-8146
                                                             ------------

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                               August 3, 2004
                           -----------------------             -----------------
                           Common Stock                        14,338,000 shares


                                       1
<PAGE>

                          PART 1 FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS

GENERAL

The Company's unaudited financial statements for the three months ended June 30,
2004 are included with this Form 10-QSB. The unaudited financial statements for
the three months ended June 30, 2004 include:

         (a)      Consolidated Balance Sheets as of June 30, 2004 ("unaudited")
                  and March 31, 2004 ("audited");

         (b)      Consolidated Statements of Operations - Three months ended
                  June 30, 2004 and three months ended June 30, 2003;

         (c)      Consolidated Statement of Stockholders' Equity (Deficiency)
                  for the period ending June 30, 2004;

         (d)      Consolidated Statements of Cash Flows - Three months ended
                  June 30, 2004 and three months ended June 30, 2003;

         (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 three months ended
June 30, 2004 are not necessarily indicative of the results that can be expected
for the year ending March 31, 2005.

                                       2
<PAGE>

                            VIAVID BROADCASTING INC.


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

                                  JUNE 30, 2004


                                       3
<PAGE>

VIAVID BROADCASTING INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
(unaudited)
<TABLE>
<CAPTION>
========================================================================================= ================= =================
                                                                                            Three Months       Year Ended
                                                                                           Ended June 30,      March 31,
                                                                                                2004              2004
----------------------------------------------------------------------------------------- ----------------- -----------------
<S>                                                                                       <C>               <C>

ASSETS

CURRENT
    Cash and cash equivalents                                                             $        20,279   $        44,524
    Short-term investments                                                                          2,473             2,473
    Accounts receivable                                                                           191,365           197,598
                                                                                          ----------------- -----------------

    Total current assets                                                                          214,117           244,595

PROPERTY AND EQUIPMENT                                                                             68,114            69,815
                                                                                          ----------------- -----------------

TOTAL ASSETS                                                                              $       282,231   $       314,410
========================================================================================= ================= =================



LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT
    Accounts payable and accrued liabilities                                              $       169,350   $       184,061
    Due to related parties                                                                        276,216           265,086
    Convertible promissory notes                                                                  150,000           150,000
                                                                                          ----------------- -----------------

    Total current liabilities                                                                     595,566           599,147
                                                                                          ----------------- -----------------

STOCKHOLDERS' DEFICIENCY
    Capital stock
       Authorized
             25,000,000 common stock with a par value of $0.001 per share
       Issued
             14,338,000 common stock (13,523,000 at March 31, 2004)                                14,338            13,523

    Additional paid-in capital                                                                  3,092,803         3,012,118
    Subscriptions received in advance                                                                  -             79,500
    Deficit                                                                                    (3,389,964)       (3,347,925)
    Accumulated other comprehensive loss                                                          (30,512)          (41,953)
                                                                                          ----------------- -----------------

    Total stockholders' deficiency                                                               (313,335)         (284,737)
                                                                                          ----------------- -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                            $       282,231   $       314,410
========================================================================================= ================= =================
</TABLE>

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

                                       4
<PAGE>

VIAVID BROADCASTING INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
<CAPTION>
======================================================================================= ==================== ==================
                                                                                        Three Months Ended     Three Months
                                                                                             June 30,         Ended June 30,
                                                                                               2004                2003
--------------------------------------------------------------------------------------- -------------------- ------------------
<S>                                                                                     <C>                  <C>

REVENUE
    Income                                                                              $          223,415   $       161,754
                                                                                        ------------------   ---------------


EXPENSES
    Amortization                                                                                     5,244             6,054
    Conference calls                                                                               111,568            74,563
    Consulting                                                                                      68,257            64,358
    Interest                                                                                         1,180             1,125
    Office and miscellaneous                                                                        40,376            23,104
    Professional fees                                                                               15,221             4,871
    Rent                                                                                             3,678             1,430
    Salaries and benefits                                                                           19,410            11,705
    Travel and promotion                                                                               104               625
                                                                                        ------------------   ---------------

                                                                                                   265,038           187,835
                                                                                        ------------------   ---------------


LOSS BEFORE OTHER ITEMS                                                                            (41,623)          (26,081)

OTHER ITEMS
    Loss on sale of property and equipment                                                            (448)                -
    Interest income                                                                                     32                42
                                                                                        ------------------   ---------------


LOSS FOR THE PERIOD                                                                     $          (42,039)  $       (26,039)
======================================================================================= ==================== ==================

BASIC AND DILUTED LOSS PER COMMON  SHARE                                                $            (0.00)  $         (0.00)
======================================================================================= ==================== ==================

WEIGHTED AVERAGE NUMBER OF SHARES
    OF COMMON STOCK OUTSTANDING                                                                 14,207,065        12,423,000
======================================================================================= ==================== ==================
</TABLE>


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

                                       5
<PAGE>

VIAVID BROADCASTING INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(Expressed in United States Dollars)
(Unaudited)

<TABLE>
<CAPTION>
====================================================================================================================================

                                          Common Stock
                                  ------------------------
                                                                                                           Accumulated
                                           Number                 Additional Subscriptions                       other
                                        Of Shares     Amount        Paid-in       Received     Deficit    Comprehensive     Total
                                                                    Capital     in Advance                        Loss
-------------------------------        -----------   --------  ------------ -------------   ----------  --------------  ------------
<S>                                    <C>           <C>       <C>          <C>             <C>         <C>             <C>

   BALANCE AT MARCH 31, 2003           12,423,000  $  12,423    $ 2,940,718   $     -      $(3,203,341)  $   (14,131)   $  (264,331)
   Components of comprehensive
   (loss)
       Loss for the year                        -          -              -         -         (144,584)            -       (144,584)
       Foreign currency translation             -          -              -         -                -       (27,822)       (27,822)
                                                                                                                        -----------
   Total comprehensive loss                                                                                                (172,406)
       Shares issued for
          consulting fees                 600,000        600         21,900         -                -             -         22,500
       Shares issued for cash             500,000        500         49,500         -                -             -         50,000
       Subscriptions received in
          advance                                                              79,500                                        79,500
                                      -----------  ---------    -----------   -------      -----------   -----------    -----------

   BALANCE AT MARCH 31, 2004           13,523,000     13,523      3,012,118    79,500       (3,347,925)      (41,953)      (284,737)
   Components of comprehensive
   (loss)
       Loss for three months ended              -          -              -         -          (42,039)            -        (42,039)
          June 30, 2004
        Foreign currency translation            -          -              -         -                -        11,441         11,441
                                                                                                                        -----------
        Total comprehensive loss                                                                                            (30,598)
       Shares issued for
          consulting fees                 120,000        120         11,880         -                -             -         12,000
       Shares issued for cash             795,000        795         78,705         -                -             -         79,500
       Shares cancelled                  (100,000)      (100)        (9,900)        -                -             -        (10,000)
       Subscriptions received in
          advance                                                             (79,500)                                      (79,500)
                                      -----------  ---------    -----------   -------      -----------   -----------    -----------

BALANCE AT JUNE 30, 2004               14,338,000  $  14,338    $ 3,092,803   $     -      $(3,389,964)  $   (30,512)   $  (313,335)

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

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

                                       6
<PAGE>

VIAVID BROADCASTING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)

<TABLE>
<CAPTION>
===================================================================================== ==================== ===================

                                                                                      Three Months Ended   Three Months Ended
                                                                                           June 30,             June 30,
                                                                                             2004                 2003
------------------------------------------------------------------------------------- -------------------- -------------------
<S>                                                                                   <C>                  <C>


CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                               $       (42,039)     $       (26,039)
    Items not affecting cash:
       Amortization                                                                             5,244                6,054
       Foreign exchange loss                                                                   11,441              (19,606)
       Loss on sale of property and equipment                                                     448                 -

    Changes in non-cash working capital items:
       Decrease (increase) in accounts receivable                                               6,233               (2,508)
       Decrease in accounts payable and accrued liabilities                                   (14,711)             (23,215)
                                                                                      -------------------- -------------------

    Net cash provided by (used in) operating activities                                       (33,384)             (65,314)
                                                                                      -------------------- -------------------


CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of property and equipment                                                      (4,279)              (1,714)
    Proceeds from sale of property and equipment                                                  288                 -
                                                                                      -------------------- -------------------

    Net cash provided by (used in) investing activities                                        (3,991)              (1,714)
                                                                                      -------------------- -------------------


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from shares issued                                                                81,500                 -
    Subscriptions received in advance                                                         (79,500)                -
    Loans from related parties                                                                 11,130               72,473
                                                                                      -------------------- -------------------

    Net cash provided by financing activities                                                  13,130               72,473
                                                                                      -------------------- -------------------


CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD                                            (24,245)               5,445

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                 44,524                1,820
                                                                                      -------------------- -------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                              $        20,279      $         7,265
===================================================================================== ==================== ===================
</TABLE>

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 6)

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

                                       7
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(Expressed in United States Dollars)
(Unaudited)
===============================================================================



1. NATURE OF OPERATIONS


         ViaVid Broadcasting Inc., a Nevada corporation, was incorporated on
         January 20, 1999. ViaVid Broadcasting Corp. ("VBC"), a wholly-owned
         Canadian subsidiary operating in Vancouver, British Columbia, Canada,
         was incorporated under the laws of British Columbia on July 26, 1994.
         The Company is engaged in providing webcasting, teleconferencing and
         transcription services to corporate clients throughout North America.


2. GOING CONCERN


         As at June 30, 2004, the Company has an accumulated deficit of
         $3,389,964 and a working capital deficiency of $381,449. 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. Based upon changes made by
         management in the second quarter of fiscal year ended March 31, 2003 to
         reduce expenses, management is of the opinion that cash flow from
         operations will provide sufficient working capital to meet the
         Company's liabilities as they become due. The Company may, as and when
         opportunities arise, seek to raise additional equity from the sale of
         shares of common stock.

         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. BASIS OF PRESENTATION

         The accompanying interim consolidated financial statements have been
         prepared in accordance with United States generally accepted accounting
         principles ("GAAP"). However, they do not include all the information
         and disclosures required by United States GAAP for financial
         statements. They have been prepared on the same accounting policies and
         methods of applications as the latest annual consolidated financial
         statements. In the opinion of management, all adjustments of a normal
         recurring nature necessary for a fair presentation have been included.
         The results for interim periods are not necessarily indicative of
         results for the entire year. The information contained in the interim
         financial statements should be read in conjunction with the annual
         consolidated financial statements and the notes thereto for the year
         ended March 31, 2004.

                                       8
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(Expressed in United States Dollars)
(Unaudited)
===============================================================================


4. RELATED PARTY TRANSACTIONS

         The Company entered into the following transactions with related
parties:

         Paid or accrued consulting fees as follows:

         a) $66,201 (2003 - $64,358) to three directors of the Company.

         b) During the prior year, the Company received a loan in the amount of
            $25,000 in Canadian funds from a director. The Company issued a
            Promissory Note to the Director. Interest shall accrue and be
            payable on the outstanding principal at the rate of 6% per annum,
            payable monthly. The term of the Promissory Note is one year,
            expiring on June 11, 2004. The loan is not secured and is included
            in due to related parties. During the current period, the Company
            has paid the loan back to the Director, total principal and
            interest in the amount of $25,000 and $860 respectively has been
            paid.

         c) During the 2002 fiscal year, the Company issued three 3%
            convertible promissory notes of $50,000 each for a total debt of
            $150,000 to related parties. During the current period, the Company
            has accrued interest payable in the amount of $1,125.

         The amounts charged to the Company for the services provided have been
         determined by negotiation among the parties, and in certain cases, are
         covered by signed agreements. These transactions were in the normal
         course of operations and were measured at the exchange value which
         represented the amount of consideration established and agreed to by
         the related parties.



5. STOCK-BASED COMPENSATION EXPENSE

         Following is a summary of the stock option activities:

<TABLE>
<CAPTION>
================================================== ===============================    ===============================
                                                         Three months ended                 Three months ended
                                                           June 30, 2004                      June 30, 2003
                                                   -------------------------------    -------------------------------
                                                                         Weighted                           Weighted
                                                                          Average                            Average
                                                           Number        Exercise             Number        Exercise
                                                        of Shares           Price          of Shares           Price
-------------------------------------------------- --------------- ---------------    --------------- ---------------
<S>                                                <C>             <C>                <C>             <C>

Outstanding, beginning of the period                      540,000  $         0.37            530,000  $         0.43
    Granted                                                 -                -                  -               -
    Forfeited                                            (250,000)           0.22            (70,000)           0.32
    Exercised                                                  -                                  -             -
                                                   --------------                     --------------

Outstanding, end of the period                            290,000  $         0.50            460,000  $         0.45
================================================== =============== ===============    =============== ===============
</TABLE>

                                       9
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(Expressed in United States Dollars)
(Unaudited)

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

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

         Following is a summary of the status of options outstanding at June 30,
2004:

<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>

$    0.30                                     15,000          0.01            0.30            15,000           0.30
     0.30                                    100,000          0.35            0.30           100,000           0.30
     0.20                                     50,000          1.19            0.20            50,000           0.20
     0.10                                     50,000          2.08            0.10            50,000           0.10
     0.10                                     25,000          2.27            0.10            25,000           0.10
     0.20                                     25,000          2.71            0.20            25,000           0.20
     3.50                                     25,000          5.67            3.50            25,000           3.50
====================================== ============== ============== ============= == =============== ===============

</TABLE>


         COMPENSATION

         During the period ended June 30, 2004, there were no stock options
         issued to employees. No compensation cost for employees has been
         recognized on the basis of fair value pursuant to Statement of
         Financial Accounting Standards No. 123 for the June 30, 2004 pro-forma
         net loss and loss per share.

<TABLE>
<CAPTION>
         ==================================================================== ====================== ======================
                                                                                 Three months ended     Three months ended
                                                                                      June 30, 2004          June 30, 2003
         ------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                    <C>

         NET LOSS
             As reported                                                      $          (42,039)    $          (26,039)
                                                                              ====================== ======================

             Pro-forma                                                        $          (42,039)    $          (26,039)
                                                                              ====================== ======================

         BASIC AND DILUTED LOSS PER SHARE
             As reported                                                      $            (0.00)    $            (0.00)
                                                                              ====================== ======================

             Pro-forma                                                        $            (0.00)    $            (0.00)
         ==================================================================== ====================== ======================
</TABLE>

                                       10
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(Expressed in United States Dollars)
(Unaudited)
===============================================================================


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


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

<TABLE>
<CAPTION>
====================================================================== ====================== ======================
                                                                          Three months ended     Three months ended
                                                                               June 30, 2004          June 30, 2003

---------------------------------------------------------------------- ---------------------- ----------------------
<S>                                                                    <C>                    <C>

Risk-free interest rate                                                                -                      -
Expected life of the options                                                           -                      -
Expected volatility                                                                    -                      -
Expected dividend yield                                                                -                      -
====================================================================== ====================== ======================
</TABLE>



6. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

         The following non-cash, investing and financing transactions occurred
         during the quarter ended June 30, 2004:

             a) The Company issued 120,000 shares of common stock at an agreed
             value of $12,000 for consulting services and committed to issue a
             further 150,000 shares of common stock on January 1, 2005 at an
             agreed upon value of $15,000 for further consulting services..

             b) The Company received back into treasury 100,000 shares issued to
             a consultant in February 2004.

                                       11
<PAGE>

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

GENERAL

Overview

         Our primary business is to provide Webcasting, teleconferencing and
transcription services to corporate clients throughout North America. These
services utilize systems that integrate traditional telephony technology with
powerful streaming media technology and Web-based tools. From a simple
conference call to a dynamic online presentation, our clients are able to choose
the solution that best meets their unique communication needs. A key component
of our business model, resulting from the ready availability of in-house
expertise, infrastructure, and equipment, is the ability to offer our clients a
cost-effective, yet scaleable, means of communications that can be customized to
meet individual customer needs. We currently provide our services primarily as a
means whereby our clients can communicate up-to-date corporate information, such
as current financial information, to a mass audience, including market
professionals, institutions, analysts, shareholders, and other key stakeholders.
In addition, we also market our services and solutions to resellers of
conferencing and communications services as well as a variety of associations
and other entities seeking to broadly disseminate current information through a
Webcast or teleconference.

RESULTS OF OPERATIONS

REVENUES. Our revenues were $223,415 for the three month period ended June 30,
2004, compared to revenues of $161,754 for the three month period ended June 30,
2003. Our revenues for the year ended March 31, 2004 were $736,364. Our revenues
were achieved primarily from Webcasting, teleconferencing, transcription and
I.R. Web Page Management services. The increase in our revenues is due to the
increase in our client base and providing a greater volume of services.

OPERATING EXPENSES. Our operating expenses were $265,038 for the three month
period ended June 30, 2004, compared to operating expenses of $187,835 for the
three months ended June 30, 2003. The increase in total operating expenses is
due to the additional consultants and staff required for the increased workload.

Our conference calls expense was 42% and 39.7% of our total expenses in the
quarters ended June 30, 2004 and 2003, respectively, and 49.9% and 46.1% of our
revenues for the respective periods. These expenses relate to the conference
call component of our services and can be expected to continue to constitute one
of our largest single expenses. Fluctuations in these expenses as a percentage
of our total expenses are primarily the result of the amount of conference call
services we provide. Our consulting expenses include management, sales, support
staff and public relations consultants and increased during 2004 as compared to
2003 because of the increase of business. Salaries and benefits increased during
the quarter ended June 30, 2004 as compared with the quarter ended June 30, 2003
because of additional staff hired for the increased workload. Office and
miscellanous increased due to additional software and computer upgrades.

We will incur additional operating expenses as we continue to grow our business.
We will continue to have operating expenses in connection with the continued
up-grade of our services and related research and development expenses. We also
anticipate that operating expenses will increase as the number of
teleconferences and Webcasts which we provide to our customers increases.

                                       12
<PAGE>

NET LOSS. Our net loss was $42,039, or $0.00 per share, for the three months
ended June 30, 2004. Our net loss was $26,039, or $0.00 per share, for the three
months ended June 30, 2003.

         On June 30, 2004, we repurchased 100,000 shares of our common stock on
recision of a consulting agreement entered into in January 2004.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 2004, we had current assets of $214,117, substantially all
of which was accounts receivable. We had cash of $20,279. As of that date, we
had current liabilities of $595,566, including accounts payable and accrued
liabilities of $169,350. During the second quarter of the fiscal year ended
March 31, 2003, we restructured our operations to reduce and eliminate certain
expenses. While we believe our restructuring of our expenses will enable us to
meet these current liabilities out of our cash flow from operations, there can
be no assurance that we will be successful in this regard. To the extent that
this restructuring of our expenses is not sufficient to enable us to meet our
current expenses and current liabilities, our ability to pursue our business
plan will be adversely affected.

         Our liabilities due to related parties were $276,216 as of June 30,
2004 and had increased from $265,086 as of March 31, 2003. This increase was due
to our management partially deferring payment of their consulting fees and the
loan received from one of our Directors.

         We plan on meeting our operating expenses during the year by focusing
on generating revenues through the sales of corporate conference call services
and the sales of Webcasting products, I.R. Web Page services, transcription
services and services related to broadcasts of conference calls, corporate
presentations, annual general meetings and other related meetings, 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. While our
intention is to fund our activities out of our revenues and not rely on raising
additional capital for that purpose, there can be no assurance that we will be
successful in that regard.

         Subject to the availability of sufficient funds, we currently intend to
pursue the following business plan during the 12 months ended March 31, 2005.

o        Continue to develop a customer base of companies to use our services
         for teleconferencing and Webcasting of corporate information, as well
         as customers requiring I.R. Pages and transcription services.

o        Market our teleconferencing services to public companies required to
         release earnings and analyst conference calls, corporate media
         announcements and other information.

o        Subject to the availability of additional capital, purchase additional
         equipment to expand our teleconferencing service and Webcasting
         capabilities.


         Our actual expenditures and business plan may differ from this stated
business plan. There can be no assurance that we can raise additional capital on
terms we will consider acceptable.

         Although we have no present plans or proposals pending, strategic
alliances relating to teleconferencing or Webcasting may cause our Board of
Directors to modify our plans. In addition, we may modify our business plan
based on the available amounts of financing. We do not have any arrangement in
place for any debt or equity financing which would enable us to fully fund our
business plan.

                                       13
<PAGE>

         We are currently receiving revenues from our teleconferencing,
Webcasting, transcription and I.R. Web Page Management Suite services. We
believe we will experience an increase in revenue from these sources if we are
successful in increasing our customer base.

         Because our revenues are limited, we expect that we will continue to
operate at a loss for the foreseeable future. Our expenses include a number of
items that do not involve cash expenditures and we believe that these non-cash
expenditures will contribute substantially to our continuing losses. However,
there can be no assurance that our revenues will be sufficient to meet our cash
expenses. We base our expectations in part on the following:


o        We will maintain our current level of revenues and rate of growth in
         revenues.

o        Increased usage of our services 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 software and services.

o        Our operating expenses will increase as we market our services to
         potential customers and complete teleconferencing and Webcasting
         services for our customers.

         In the event the above expectations are not fulfilled, our business
plan may not be realized and we may have to make changes to our plans.


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 Report 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 for our future operations, including plans or objectives relating to
our intentions to provide Webcasting and teleconferencing services, streaming
media technology and Web-based tools to create, develop and offer financial news
and information, and other content through the Internet and other dissemination
services and products or services, our plans and objectives regarding revenues
and expenses in future periods, our needs for capital expenditures, research and
development, our ability to maintain our competitive position, 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 or future
levels of operating and other expenses, and our plans regarding the uses of that
capital, as well as any other prospective financial information concerning us.

                                       14
<PAGE>

Forward-looking statements made in this Report include the assumptions made by
management and management's expectations as to the future growth and business
direction of the publication of corporate financial information over the
Internet, e-commerce through the facilities of the Internet and the role of
video and audio production, Internet news broadcasting and websites in the
distribution of financial and securities market sensitive information. They also
include our beliefs as to our ability to compete successfully and maintain our
technological position relative to other providers of streaming media and
Web-based communication services. They also include our beliefs as to the
willingness of public reporting issuers of securities to use our services for
Webcasting and teleconferencing and to broadcast corporate news and information
on the Internet and for us to derive material revenues from providing this
service. We cannot assure you that our assumptions and expectations 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 communication services for the
dissemination of their news information, realizing material amounts of
Webcasting or other revenues, achieving any commercial advantage relative to
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 Webcasting or 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
business plan has evolved over time, and we expect that our plans will evolve
further in the future. 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 15. They are
also described in our Annual Reports 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

WE HAVE AN EXTREMELY LIMITED OPERATING HISTORY AND ALSO HAVE A HISTORY OF NET
LOSSES

         We have had an extremely limited operating history. Our business was
established in January 1999 and we began operations on the Internet in February
1999. Our total revenues since inception through June 30, 2004 are $1,891,440.
Our total losses since inception through June 30, 2004 are $3,326,303. An
investor must consider the risks, expenses and difficulties frequently
encountered by companies such as ours with a limited history of operations and
revenues. Our business plan has evolved over time and therefore, we experience
additional risks resulting from the changes we make in our business plan. As
changes in the industry further develop, we may need to make further changes to
our business plan. We cannot assure you that we will be successful in addressing
the risks we confront. We cannot assure you that our revenue will grow
sufficiently to assure our future success. We must increase our revenues in
order to continue our operations. 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.

                                       15
<PAGE>

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

         The report of our independent auditors on their audit of our financial
statements as of March 31, 2004 contains an explanatory paragraph that describes
an uncertainty as to our ability to continue as a going concern due to our
recurring losses and our necessity to obtain additional financing. At June 30,
2004 we had current assets of $214,117 and current liabilities of $595,566,
including accounts payable of $169,350. During the second quarter of the fiscal
year ended March 31, 2003, we restructured our operations to reduce and
eliminate certain expenses. While we believe that with the completion of this
restructuring we will be able to support our operations out of our cash flow,
there can be no assurance that these expectations will materialize. We expect to
continue, as opportunities arise, to seek to raise additional capital through
the sale of equity securities. We are unable to state whether we will be able to
raise any additional capital from such sources or the terms on which it may be
raised. The sale of our equity securities may dilute the interests of our
existing stockholders.

         As a result of our limited 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. Once established, these
expense levels 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 and
evolving manner in which we derive our revenue, the intense competition for the
marketing of our services, revenue-sharing opportunities, and our limited
operating history. 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 revenue, any unexpected revenue shortfall or other un-anticipated
technological or other 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 increasing our revenues from the
teleconferencing, Webcasting, transcription and I.R. Web Page industry. To
achieve our business objective, we believe we must:

o        Sell our services to a wide range of business customers, using both
         direct and indirect sales channels to drive revenue growth.

o        Create a positive online experience for our customers and their target
         audience, thereby encouraging participants to virally promote our
         services within the corporate and online community.

o        Promote our services as day-to-day business communication tools used
         for teleconference meetings, real-time corporate demonstrations, and
         interactive training sessions, among other corporate communications
         needs.

o        Continue to develop proprietary software and hardware enhancements that
         integrate traditional telephony solutions with the most current
         Internet technologies and thereby maintain our competitive position.

o        Expand our telephony, Internet, and supporting hardware infrastructure
         in anticipation of the development of future services and enhancements
         and expand our storage capacity in anticipation of increased customer
         demand.

o        Explore possible strategic relationship opportunities that will expand
         our position within the Webcasting teleconferencing, transcription and
         I.R. Web Page Management industry that will enhance our service
         offerings, technology, infrastructure, and distribution channels.

                                       16
<PAGE>

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 limited revenues to date and we are presently not
profitable. Our business and marketing strategy contemplates that we will earn
revenues from providing Webcasting, teleconferencing, transcription and I.R. Web
Page Management services to corporate clients throughout North America. If we
are not able to generate material 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 three month periods ended June 30, 2004 and June 30, 2003,
we incurred losses of $42,039 and $26,039, respectively, on revenues of $223,415
and $161,754, respectively. We expect that our operating expenses will increase
as we implement our business and marketing strategy due to the following
factors:

o        We expect that increased usage of our services 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 products and services to meet
         competition.

o        We expect our operating expenses will increase as we solicit potential
         customers.

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

DEPENDENCE ON WEBCASTING AND TELECONFERENCING REVENUE

We currently expect that Webcasting, teleconferencing, transcription and I.R.
Page Web Management will continue to be the principal source of our revenue in
the foreseeable future. Our ability to generate Webcasting, teleconferencing,
I.R. Web Page Management and transcription revenue will depend on several
factors, including:

o        the pricing of Webcasting, teleconferencing, I.R. Web Page Management
         and transcription services by others,

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

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

                                       17
<PAGE>

         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 our services,

o        the amount and timing of our capital expenditures,

o        costs relating to the expansion of our operations,

o        price competition or pricing changes in Webcasting, teleconferencing,
         I.R. Pages and transcription, 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.


COMPETITION IN THE WEBCASTING SERVICES MARKET IS INTENSE AND WE MAY BE UNABLE TO
COMPETE SUCCESSFULLY.

         The market for Webcasting services is relatively new, rapidly evolving
and intensely competitive. Competition in the marketing of these services will
continue to intensify and may force us to reduce our prices, or cause us to
experience reduced sales and margins, loss of customers and reduced acceptance
of our services.

         Substantially all of our current and potential competitors have larger
and more established customer bases, longer operating histories, greater name
recognition, broader service offerings, more employees and significantly greater
financial, technical, marketing, public relations and distribution resources
than we do. As a result, these competitors may be able to spread costs across
diversified lines of business, and therefore, adopt aggressive strategies, such
as pricing structures and marketing campaigns, that reduce our ability to
compete effectively. Telecommunication providers, for example, enjoy lower
per-minute long distance costs as a result of their ownership of the underlying
telecommunication network. We expect that many more companies will enter this
market and invest significant resources to develop Webcasting services. These
current and future competitors may also offer or develop products or services
that perform better than ours.

         In addition, the Internet industry has recently experienced substantial
consolidation and a proliferation of strategic transactions. We expect this
consolidation and strategic partnering to continue. Acquisitions or strategic
partnerships involving our current and potential competitors could harm us in a
number of ways. For example:

o        competitors could acquire or partner with companies with which we have
         distribution relationships and discontinue our relationship, resulting
         in the loss of distribution opportunities for our services;

o        a competitor could be acquired by or enter into a strategic
         relationship with a party that has greater resources and experience
         than we do, thereby increasing the ability of the competitor to compete
         with our services; or

o        a competitor could acquire or partner with one of our key suppliers.

IF WE FAIL TO OFFER COMPETITIVE PRICING, WE MAY NOT BE ABLE TO ATTRACT AND
RETAIN CUSTOMERS.

         Because the Webcasting market is relatively new and still evolving, the
prices for these services are subject to rapid and frequent changes. In many
cases, businesses provide their services at significantly reduced rates, for
free or on a trial basis in order to win customers. Due to competitive factors
and the rapidly changing marketplace, we may be required to significantly reduce
our pricing structure, which would negatively affect our revenues, margins and
our ability to achieve or sustain profitability.

                                       18
<PAGE>

BRIEF TENURE OF MANAGEMENT; DEPENDENCE ON KEY PERSONNEL


         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 and Robert Gamon, 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.

OUR WEBCASTING SERVICES MAY BECOME SUBJECT TO TRADITIONAL TELECOMMUNICATIONS
CARRIER REGULATION BY FEDERAL AND STATE AUTHORITIES, WHICH WOULD INCREASE THE
COST OF PROVIDING OUR SERVICES AND MAY SUBJECT US TO PENALTIES.

         We believe our Webcasting service is not subject to regulation by the
U.S. Federal Communications Commission or any other state or provincial public
service commission. The FCC and state or provincial public service commissions,
however, may require us to submit to traditional telecommunications carrier
regulations for our Webcasting service under the Communications Act of 1934, as
amended, and various state laws or regulations as a provider of
telecommunications services. If the FCC or any state public service commission
seeks to enforce any of these laws or regulations against us, we could be
prohibited from providing the voice aspect of our Webcasting service until we
have obtained various U.S. federal and state licenses and filed tariffs. We
believe we would be able to obtain those licenses, although in some states,
doing so could significantly delay our ability to provide services. We also
would be required to comply with other aspects of federal and state laws and
regulations. Subjecting our Web-conferencing service to these laws and
regulations would increase our operating costs, could require restructuring of
those services to charge separately for the voice and Internet components, and
would involve on-going reporting and other compliance obligations. We also might
be subject to fines or forfeitures and civil or criminal penalties for
non-compliance.

OUR BUSINESS WILL SUFFER IF OUR SYSTEMS FAIL OR BECOME UNAVAILABLE.

         A reduction in the performance, reliability or availability of our
systems will harm our ability to distribute our services to our users, as well
as our reputation. These disruptions may be due to service or network outages,
periodic system upgrades, and internal system failure. To the present, we have
not experienced any material service disruptions. Because our revenue depends
largely on the numbers of calls and users and the amount of minutes consumed by
users, our business will suffer if we experience frequent or extended system
interruptions.

                                       19
<PAGE>

         We maintain our primary data facility and hosting servers at our
headquarters in Vancouver, British Columbia, Canada. Our operations depend on
our ability to protect these facilities and our systems against damage or
interruption from fire, power loss, water, telecommunications failure,
vandalism, sabotage and similar unexpected events. In addition, a sudden and
significant increase in traffic on our systems or infrastructure could strain
the capacity of the software, hardware and systems that we use. This could lead
to slower response times or system failures. The occurrence of any of the
foregoing risks could cause service interruptions and, as a result, materially
harm our reputation, negatively affect our revenue, and our ability to achieve
or sustain profitability.

IF OUR SECURITY SYSTEM IS BREACHED, OUR BUSINESS AND REPUTATION COULD SUFFER.

         We must securely receive and transmit confidential information over
public networks and maintain that information on internal systems. Our failure
to prevent security breaches could damage our reputation and expose us to risk
of loss or liability. Our internal systems are accessible to certain of our
employees and we may be unable to prevent the misappropriation of this
information. Our servers are vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to interruptions,
delays or loss of data. We may be required to expend significant capital and
other resources to ensure adequate encryption and additional technologies to
protect against security breaches or to alleviate problems caused by any breach.
If we fail to provide adequate security measures to protect the confidential
information of our customers, our customers may refrain from using our services,
potential customers may not want to use our services, and as a result, our
operating results would be harmed.

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. 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.

RAPID TECHNOLOGICAL CHANGE

         The market for Internet 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 products and services,
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.

NEW SERVICE RISKS

         Our future success will depend in part on our ability to expand our
Internet communications abilities to include new services. Costs related to
developing new services are expensed as they are incurred while revenue related
to these new services typically builds over time and, accordingly, our
profitability from year to year may be adversely affected by the number and
timing of new service 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.

                                       20
<PAGE>

RISKS ASSOCIATED WITH BRAND DEVELOPMENT

         We believe brand identity is important to attracting and expanding our
client base. We believe the significance of brand and name recognition will
intensify as the number of competing companies increases. We cannot assure you
that we will be able to develop our brand identity so as to gain any significant
market recognition.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

         We are not currently subject to direct regulation by any U.S. or
Canadian 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 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 services, 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.

         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. In November, 2001, the moratorium was extended through November 1,
2003. Various proposals are under discussion regarding possible further
extension or expansion of the moratorium. There can be no assurance that some
type of U.S. federal and/or state taxes will not 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 our services on the Internet and as a result, our opportunity to
derive financial benefit from these activities may be adversely affected.

         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.

                                       21
<PAGE>

         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 financial and other information is broadcast to the securities
marketplace and elsewhere using our services, there is a potential that claims
will be made against us as a participant in the process of distributing this
information to investors. We may also be exposed to claims for alleged
defamation, negligence, copyright or trademark infringement, personal injury or
other theories based on the nature, content, publication and distribution of
these materials. Claims may be asserted against us for errors or omissions in
the financial and other information disseminated by use of our services by the
companies that are our customers.

         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 and our services. We could also be exposed to liability
with respect to the offering of third party content that may be accessible
through our services.

         It is also possible that if any financial information content provided
through our services 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.

         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.

RELIANCE ON INTELLECTUAL PROPERTY RIGHTS

         To establish and protect our trademark, service mark and other
proprietary rights in our 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 our employees.

         We cannot assure you that these measures will be adequate, that we will
be able to secure registrations for all of our 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.

                                       22
<PAGE>

         On May 22, 2001, the U.S. Patent and Trademark Office registered the
mark "ViaVid" in the United States. We have also applied to the Canada Patent
and Trademark Office for registration of "ViaVid" 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 the
trademark for the "ViaVid" name in the United States will stand up to objections
by others who may have made prior use of the name. Also, there can be no
assurance that we will obtain any significant commercial advantage from this
trademark 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 43.8%, excluding shares
issuable on conversion of debentures they own, 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.

              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.

                                       23
<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.

ITEM 3.  CONTROLS AND PROCEDURES

         Under the supervision and with the participation of our management,
including Brian Kathler, our President and chief financial officer, we have
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this report, and, based on the evaluation, Mr.
Kathler has concluded that these controls and procedures are effective. There
were no significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.

         Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including Mr. Kathler, as appropriate to allow timely decisions
regarding required disclosure.

                           PART II - OTHER INFORMATION

Item 2.       Changes in Securities and Use of Proceeds

              (c) During the quarter ended June 30, 2004, the Company issued
              120,000 shares of Common Stock without registration under the
              Securities Act of 1933, as amended. The shares were issued to Mr.
              Grant Farkes and Shelbrook Holdings Inc. for sales consulting
              services rendered to the Company.

              The shares issued in the forgoing transaction were exempt from
              registration pursuant to section 4(2) of the Securities Act of
              1933, as amended. The certificates for the shares bear a legend
              indicating the restrictions on transfer and stop transfer
              instructions have been placed against the further transfer of the
              shares. No underwriter participated in the sale of the shares.

                           During the quarter ended June 30, 2004, the Company
              issued to nine investors a total of 795,000 shares of Common Stock
              at a price of $0.10 per share for cash proceeds of $79,500 without
              registration under the Securities Act of 1933, as amended: The
              shares issued in the forgoing transaction were issued in a
              transaction exempt from registration pursuant to Regulation D
              under the Act and section 4(2) of that Act. A restrictive legend
              was placed on the certificates for the shares and stop transfer
              instructions were placed with the transfer agent regarding the
              further transfer of the shares. No underwriter participated in the
              sale of any of the shares.

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<PAGE>

              (e) The Company, including any "affiliated purchaser," as
              defined in Rule 10b-18(a)(3), repurchased the following shares
              of the Company's Common Stock during the quarter ended June 30,
              2004:

<TABLE>
<CAPTION>
-------------------------- ------------------------ ------------------------ ------------------------ ------------------------
         Period            Total number of shares   Average price paid per   Total number of shares      Maximum number of
                                  purchased                  share            purchased as part of    shares that may yet be
                                                                               publicly announced       purchased under the
                                                                                plans or programs        plans or programs
-------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<S>                        <C>                      <C>                      <C>                      <C>
Month of June                      100,000                    (1)                      -0-                      -0-
-------------------------- ------------------------ ------------------------ ------------------------ ------------------------
</TABLE>
              (1) The shares were repurchased on rescission of a consulting
              agreement entered into in January, 2004.

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

         (a)      Exhibits

<TABLE>
<CAPTION>
                  Exhibit Number    Description
                  <S>               <C>


                           31.1     Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a)
                           31.2     Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
                           32.1     Certification of President and Chief Executive Officer Pursuant to Section 1350
                                    (furnished, not filed)
                           32.2     Certification of Chief Financial Officer Pursuant to Section 1350 (furnished, not filed)
</TABLE>

         (b) Reports on Form 8-K

                  The Registrant did not file any current reports on Form 8-K
                  during the quarter ended June 30, 2004.

                                       25
<PAGE>

                                   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:    August 12, 2004                       By:
                                               /s/ Brian Kathler
                                               --------------------------
                                               President
                                               (Principal Executive Officer and
                                               Principal Accounting Officer)


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