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, 2001

[ ]  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                                       August 9, 2001
        -----------------------------------         -----------------

        Common Stock                                 10,453,000 shares

<PAGE>



                         PART 1 B FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

GENERAL

The Company's unaudited financial statements for the three months ending June
30,2001 are included with this Form 10-QSB. The unaudited financial statements
for the three months ending June 30, 2001 include:

     (a) Consolidated Balance Sheet as of June 30, 2001 ("unaudited") and March
         31, 2001 ("audited");

     (b) Consolidated Statement of Operations - Cumulative from Incorporation to
         June 30, 2001, three months ended June 30, 2001 and three months ended
         June 30, 2000;

     (c) Consolidated Statement of Shareholders' Equity for the period ending
         June 30, 2001;

     (d) Consolidated Statement of Cash Flows - Cumulative from Incorporation to
         June 30, 2001, three months ended June 30, 2001 and three months ended
         June 30, 2000;

     (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, 2001 are not necessarily indicative of the results that can be expected
for the year ending March 31, 2002.



                                       2

<PAGE>



                              FINANCIAL STATEMENTS








                            VIAVID BROADCASTING INC.
                          (A DEVELOPMENT STAGE COMPANY)


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

                                  JUNE 30, 2001







                                       3

<PAGE>


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

<TABLE>


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

                                                                                                    June 30,       March 31,
                                                                                                        2001            2001
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>            <C>

ASSETS

CURRENT
    Cash and cash equivalents                                                                  $      21,787  $       51,918
    Amounts receivable                                                                                33,015          28,330
    Prepaid expenses                                                                                   5,208           9,366
                                                                                               -------------  --------------

    Total current assets                                                                              60,010          89,614

CAPITAL ASSETS (NOTE 5)                                                                              165,189         163,290
                                                                                               -------------  --------------

TOTAL ASSETS                                                                                   $     225,199  $      252,904
============================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
    Accounts payable and accrued liabilities                                                   $      39,487  $       54,848
    Due to related parties (Note 7)                                                                   36,567          36,044
                                                                                               -------------  --------------

    Total current liabilities                                                                         76,054          90,892
                                                                                               -------------  --------------

STOCKHOLDERS' EQUITY
    Capital stock (Note 6)
       Authorized
              25,000,000  common shares with a par value of $0.001 per share
       Issued and outstanding
              10,453,000  common shares (March 31, 2001 - 8,113,000 common shares)                    10,453           8,113
    Additional paid-in capital                                                                     2,502,445       2,143,074
    Share subscriptions received in advance                                                              --          106,000
    Deficit accumulated during the development stage                                              (2,363,753)     (2,095,175)
                                                                                               -------------  --------------

    Total stockholders' equity                                                                       149,145         162,012
                                                                                               -------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                     $     225,199  $      252,904
============================================================================================================================


NATURE OF OPERATIONS (Note 1)


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


</TABLE>


                                       4

<PAGE>


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


<TABLE>

=============================================================================================================================
                                                                                 Cumulative
                                                                                    Amounts
                                                                                       From
                                                                              Incorporation
                                                                                         on
                                                                                January 20,      Three Month      Three Month
                                                                                    1999 to     Period Ended     Period Ended
                                                                                   June 30,         June 30,         June 30,
                                                                                       2001             2001             2000
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>               <C>

REVENUE
    Broadcast and web income                                                  $     125,236    $      37,372     $      4,689
                                                                              -------------    -------------     ------------


EXPENSES
    Amortization                                                                    102,257           11,006           11,967
    Consulting                                                                      909,421          146,573           81,986
    Equipment rental                                                                 10,266              --               916
    Foreign exchange                                                                 13,419              430            7,676
    Graphic design                                                                   12,737              --               --
    Internet fees                                                                    90,009            4,179           15,713
    Office and miscellaneous                                                        191,265           41,521           16,864
    Professional fees                                                               196,595            9,946           11,241
    Rent                                                                            112,499           11,094           11,506
    Salaries and benefits                                                           285,855           30,860           46,250
    Stock based compensation                                                        491,298           33,711           17,287
    Travel and promotion                                                             86,475           17,322           15,182
                                                                              -------------    -------------     ------------

                                                                                  2,502,096          306,642          236,588
                                                                              -------------    -------------     ------------


                          LOSS BEFORE OTHER ITEM                                 (2,376,860)        (269,270)        (231,899)


                                OTHER ITEM
    Interest income                                                                  13,107              692            2,407
                                                                              -------------    -------------     ------------


LOSS FOR THE PERIOD                                                           $  (2,363,753)   $    (268,578)    $   (229,492)
=============================================================================================================================

BASIC AND DILUTED LOSS PER SHARE                                                               $       (0.03)    $      (0.03)
=============================================================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING                                      8,898,054        6,772,000
=============================================================================================================================


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

</TABLE>

                                       5


<PAGE>


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

<TABLE>

====================================================================================================================================
                                                                                                             Deficit
                                                      Common Stock                               Sub-    Accumulated
                                                 -----------------------    Additional     scriptions     During the
                                                    Number                     Paid-in       Received    Development
                                                 of Shares        Amount       Capital     in Advance          Stage          Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>           <C>            <C>            <C>           <C>
    Shares issued on acquisition
       (Note 4)                                  5,100,000   $     5,100   $      --      $      --      $      --      $     5,100
    Shares issued for cash                         500,000           500         4,500           --             --            5,000
    Shares issued for cash                         100,000           100        49,900           --             --           50,000
    Shares issued for cash                         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

    Shares issued for exercise of stock
       Options                                     180,000           180       179,820           --             --          180,000
    Shares issued for consulting fees               75,000            75        37,425           --             --           37,500
    Shares issued pursuant to a                    740,000           740       369,260           --             --          370,000
       private placement
    Shares issued for finders fee on
       private placement                             4,000             4         1,996           --             --            2,000
    Finders fee on private placement                  --            --         (31,000)          --             --          (31,000)
    Shares issued for consulting fees              312,000           312        77,688           --             --           78,000
    Shares issued for exercise of
       stock options                               150,000           150        29,850           --             --           30,000
    Stock-based compensation for
       options issued to consultants
       and non-employees                              --            --         119,958           --             --          119,958
    Subscriptions received in advance                 --            --            --          106,000           --          106,000
    Loss for the year                                 --            --            --             --       (1,018,361)    (1,018,361)
                                               -----------   -----------   -----------    -----------    -----------    -----------

BALANCE AT MARCH 31, 2001                        8,113,000   $     8,113   $ 2,143,074    $   106,000    $(2,095,175)   $   162,012

    Subscriptions received in advance                 --            --            --         (106,000)          --         (106,000)
    Shares issued for cash                       1,290,000         1,290       256,710           --             --          258,000
    Shares issued for consulting fees              200,000           200         9,800           --             --           10,000
    Shares issued for consulting fees              350,000           350        34,650           --             --           35,000
    Shares issued for cash                         500,000           500        24,500           --             --           25,000
    Stock-based compensation for
       options issued to consultants
       and non-employees                              --            --          33,711           --             --           33,711
    Loss for the period                               --            --            --             --         (268,578)      (268,578)
                                               -----------   -----------   -----------    -----------    -----------    -----------

      BALANCE AT JUNE 30, 2001                  10,453,000   $    10,453   $ 2,502,445    $      --      $(2,363,753)   $   149,145
====================================================================================================================================
                       The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>


                                                                 6


<PAGE>


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

<TABLE>


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

                                                                                     Cumulative
                                                                                        Amounts
                                                                                           From
                                                                                  Incorporation
                                                                                             on
                                                                                    January 20,       Three Month       Three Month
                                                                                        1999 to      Period Ended      Period Ended
                                                                                       June 30,          June 30,          June 30,
                                                                                           2001              2001              2000
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>               <C>               <C>


CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                             $(2,363,753)      $  (268,578)      $  (229,492)
    Items not affecting cash:
       Amortization                                                                     102,257            11,006            11,967
       Stock based compensation                                                         491,298            33,711            17,287
       Consulting fees                                                                  160,500            45,000              --

    Changes in non-cash working capital items:
       Increase in amounts receivable                                                   (33,015)           (4,685)           (3,437)
       (Increase) decrease in prepaid expenses                                           (5,208)            4,158             2,654
       Increase(decrease) in accounts payable and accrued liabilities                    39,487           (15,361)           (5,087)
                                                                                    -----------       -----------       -----------

    Net cash used in operating activities                                            (1,608,434)         (194,749)         (206,108)
                                                                                    -----------       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of capital assets                                                      (262,011)          (12,905)           (3,522)
    Acquisition of subsidiary                                                              (335)             --                --
                                                                                    -----------       -----------       -----------

    Net cash used in investing activities                                              (262,346)          (12,905)           (3,522)
                                                                                    -----------       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from shares issued                                                       1,856,000           283,000           180,000
    Subscriptions received in advance                                                      --            (106,000)             --
    Loans (repayments) from related parties                                              36,567               523            (6,950)
                                                                                    -----------       -----------       -----------

    Net cash provided by financing activities                                         1,892,567           177,523           173,050
                                                                                    -----------       -----------       -----------

                      CHANGE IN CASH FOR THE PERIOD                                      21,787           (30,131)          (36,580)

              CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               --              51,918           134,540
                                                                                    -----------       -----------       -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                            $    21,787       $    21,787       $    97,960
====================================================================================================================================

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 10)

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

</TABLE>

                                                                 7

<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JUNE 30, 2001

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



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. ("VBC"), a Canadian company
         operating in Vancouver, British Columbia, Canada.

         The Company is engaged in providing webcasting and teleconferencing
         services to corporate clients throughout North America. In accordance
         with Statement of Finance Accounting Standards No. 7 "Accounting and
         Reporting by Development Stage Enterprises", the Company is deemed to
         be in the development stage.


2.       BASIS OF PRESENTATION

         The accompanying consolidated financial statements have been prepared
         by the Company without audit. In the opinion of management, all
         adjustments (which include only normal recurring adjustments) necessary
         to present fairly the financial position, results of operations,
         comprehensive loss, changes in stockholders' equity and cash flows at
         June 30, 2001 and for the periods there ended have been made. These
         financial statements should be read in conjunction with the audited
         financial statements of the Company for the year ended March 31, 2001.
         The results of operations for the period ended June 30, 2001 are not
         necessarily indicative of the results to be expected for the year
         ending March 31, 2001.

3.       GOING CONCERN

         As at June 30, 2001, the Company has an accumulated deficit of
         $2,363,753. 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.

4.       SIGNIFICANT ACCOUNTING POLICIES

         ESTIMATES

         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:

                                       8

<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JUNE 30, 2001

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



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

         PRINCIPLES OF CONSOLIDATION

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


         CASH AND CASH EQUIVALENTS

         The Company considers all highly liquid investments with a maturity of
         three months or less when purchased to be cash equivalents.


         CAPITAL ASSETS

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

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


         ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
         ASSETS TO BE DISPOSED OF

         The Company has adopted Statement of Financial Accounting Standards No.
         121 "Accounting for the Impairment of Long-Lived Assets and for
         Long-Lived Assets to be Disposed of" ("SFAS 121"). In accordance with
         SFAS 121, long-lived assets to be held and used by the Company are
         reviewed to determine whether any events or changes in circumstances
         indicate that the carrying amount of the asset may not be recoverable.
         For long-lived assets to be held and used, the Company bases its
         evaluation on such impairment indicators as the nature of the assets,
         the future economic benefit of the assets, any historical or future
         profitability measurements, as well as other external market conditions
         or factors that may be present. In the event that facts and
         circumstances indicate that the carrying amount of an asset may not be
         recoverable and an estimate of future undiscounted cash flows is less
         than the carrying amount of the asset, an impairment loss will be
         recognized. As at June 30, 2001, the Company's analysis indicated that
         there was not an impairment of its long-lived assets.


         FINANCIAL INSTRUMENTS

         The Company's financial instruments consist of cash, amounts
         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.


                                       9

<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JUNE 30, 2001

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


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


         REVENUE RECOGNITION


         Revenue is recognized once the audio conference, filming or editing of
         a project has been completed and collection is reasonably assured.


         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"). The Company records its operations in the Canadian subsidiary
         VBC, using the US dollar. Accordingly, 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 does not
         have any reporting requirements as defined by SFAS No. 131.



         LOSS PER SHARE


         In February 1997, the FASB issued SFAS 128, "Earnings Per Share". 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. The Company is a
         development stage company and has recorded a loss per share. The
         weighted average number of shares outstanding at June 30, 2001 of
         8,898,054 (2000 - 6,772,000), do not include the 2,162,000 (2000 - Nil)
         warrants outstanding, the stock options of 822,000 (2000 - 837,000) as
         their effect would be anti-dilutive.

                                       10

<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JUNE 30, 2001

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


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

         INCOME TAXES


         Income taxes are provided in accordance with SFAS 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


         SFAS 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" and has
         adopted the disclosure only provisions of SFAS 123. 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.

         The Company accounts for stock-based compensation issued to
         non-employees and consultants in accordance with the provisions of SFAS
         123 and the Emerging Issues Task Force consensus in Issue No. 96-18
         ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to
         Other Than Employees for Acquiring or in Conjunction with Selling,
         Goods or Services".


         ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES


         In June 1998, the FASB issued the SFAS 133 "Accounting for Derivative
         Instruments and Hedging Activities". SFAS 133 requires that all
         derivative instruments be recorded on the balance sheet at their fair
         value. Changes in the fair value of derivative instruments are recorded
         each period in current earnings or other comprehensive income,
         depending on the derivative designation. The effective date of SFAS 133
         was deferred by SFAS 137, "Accounting for Derivative Instruments and
         Hedging Activities - Deferral of the Effective Date of SFAS 133", and
         further amended by SFAS 138, "Accounting for Certain Derivative
         Instruments and Certain Hedging Transactions". Since the Company does
         not have derivative instruments and hedging activities, pursuant to
         SFAS 133, there would be no impact on its financial position or the
         results of its operations from the adoption of this accounting policy.


                                       11

<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JUNE 30, 2001

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

5.       CAPITAL ASSETS


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

                                                      Accumulated     Net Book
                                             Cost    Amortization        Value
   -----------------------------------------------------------------------------

   JUNE 30, 2001
      Computer equipment                 $166,329        $ 66,959     $ 99,370
      Office furniture                     12,239           4,364        7,875
      Telephone and video equipment        83,444          25,500       57,944
                                         --------        --------     --------

                                         $262,012        $ 96,823     $165,189
                                         ========        ========     ========


  MARCH 31, 2000
      Computer equipment                 $153,986        $ 59,402     $ 94,584
      Office furniture                     12,239           3,949        8,290
      Telephone and video equipment        82,881          22,465       60,416
                                         --------        --------     --------

                                         $249,106        $ 85,816     $163,290
   =============================================================================

6.       CAPITAL STOCK

         The Company issued shares of common stock during the three month period
         ended June 30, 2001 as follows:

             In April 2001, the Company issued 200,000 shares of common stock
             for consulting services for an agreed amount of $10,000. The shares
             were issued under Regulation S-8, of the Securities Act of 1933, as
             amended.

             In June 2001, the Company issued 1,290,000 units at $0.20 per unit
             pursuant to a unit offering under Regulation S of the Securities
             Act of 1933, as amended. Each unit consisted of one share of common
             stock and one warrant enabling the holder to purchase an additional
             share of common stock at $0.20 per share until February 28, 2004.
             The proceeds to the Company were $258,000.

             In June 2001, the Company issued 350,000 shares of common stock for
             consulting services for an agreed amount of $35,000. The shares
             were issued under Regulation S, subject to Rule 144 of the
             Securities Act of 1933, as amended.

             In June 2001, the Company issued 500,000 shares of common stock
             under Regulation S, subject to Rule 144 of the Securities Act of
             1933, as amended, and realized proceeds of $25,000. Each unit
             consisted of one share of common stock and one warrant enabling the
             holder to purchase an additional share of common stock at $0.05 per
             share until February 28, 2004.

                                       12


<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JUNE 30, 2001

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



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

         WARRANTS

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

   Balance, March 31, 2001                             372,000
       Issued during the period                      1,790,000
                                                     ---------

   Balance, June 30, 2001                            2,162,000
   =============================================================================

         As at June 30, 2001, there were 372,000 warrants outstanding that are
         exercisable into 372,000 common shares at $0.50 per share until
         September 30, 2003, 1,290,000 warrants outstanding that are exercisable
         into 1,290,000 common shares at $0.20 per share until February 28, 2004
         and 500,000 warrants outstanding that are exercisable into 500,000
         common shares at $0.05 per share until February 28, 2004.

7.       RELATED PARTY TRANSACTIONS

         During the period, the Company entered into the following transactions
         with related parties:

         Paid or accrued consulting fees as follows:

             o $43,794 (2000 - $45,418) to three directors of the Company

             o $Nil (2000 - $8,074) to a former officer of the Company

         These transactions are in the normal course of operations and are
         measured at the exchange amount, which is the amount of consideration
         established and agreed to by the related parties unless otherwise
         noted.

         Amounts due to related parties are unsecured and are non-interest
         bearing, therefore, the fair value of the amounts owed to the related
         parties are not determinable.

8.       INCOME TAXES

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

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

                                                        June 30,      March 31,
                                                            2001           2001

   Tax benefit of net operating loss carry forward   $   803,700    $   677,900
   Valuation allowance                                  (803,700)      (677,900)
                                                     -----------    -----------

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

                                       13

<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JUNE 30, 2001

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

8.       INCOME TAXES (cont'd.....)

         The Company has an operating loss carryforward of approximately
         $106,700 which expires in the year 2020. The Company's subsidiary,
         ViaVid Broadcasting Corp., has Canadian operating losses carryforwards
         of approximately $1,280,000 which expire in the year 2008. The Company
         has provided a full valuation allowance on the deferred tax asset due
         to the uncertainty regarding realizability.


9.       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 stock option activity:


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

                                                             Weighted
                                                              Average
                                              Number         Exercise
                                           of Shares            Price
   ---------------------------------------------------------------------

   Outstanding at March 31, 2000             642,000        $    1.49
       Granted                               715,000             0.85
       Forfeited                            (360,000)           (1.33)
       Exercised                            (330,000)           (0.64)
                                           ---------

   Outstanding at March 31, 2001             667,000             0.55
       Granted                               155,000             0.20
       Forfeited                                 --               --
       Exercised                                 --               --
                                           ---------

   Outstanding, June 30, 2001                822,000             0.48
   =====================================================================




                                       14

<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JUNE 30, 2001

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

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

         The weighted average fair value of options granted to employees,
         non-employees and consultants during the three month period ended June
         30, 2001 was approximately $0.16 (2000 - $1.45) per share.

         During the three month period ended June 30, 2001, no stock options
         were repriced. During the three month period ended June 30, 2000,
         302,000 stock options were repriced from $3.50 per share to $1.00 per
         share.

         Following is a summary of the status of options outstanding at June 30,
         2001:


<TABLE>


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

                                    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          1.4        $    1.00            20,000        $  1.00
     1.00               112,000          1.6             1.00           112,000           1.00
     0.30                95,000          1.6             0.30            95,000           0.30
     3.50                25,000          1.7             3.50            25,000           3.50
     0.30                50,000          1.8             0.30            50,000           0.30
     0.20               170,000          1.9             0.20           170,000           0.20
     0.37                20,000          2.0             0.37            20,000           0.37
     0.30                 5,000          2.2             0.30             5,000           0.30
     1.00                10,000          2.3             1.00            10,000           1.00
     0.40                25,000          2.5             0.40            25,000           0.40
     0.30                15,000          2.6             0.30             9,000           0.30
     0.30               120,000          2.8             0.30           114,000           0.30
     0.20               150,000          2.8             0.20           150,000           2.80
     0.30                 5,000          2.9             0.30             5,000           2.90
===============================================================================================

</TABLE>


         NON-VESTED STOCK OPTIONS

         The Company has 12,000 shares of common stock exercisable at $0.30 per
         share that will become fully vested six months from June 30, 2001.


                                       15

<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JUNE 30, 2001

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


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

         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:


   ========================================================================
                                              Three Month       Three Month
                                             Period Ended      Period Ended
                                                 June 30,          June 30,
                                                     2001              2000

   NET LOSS
       As reported                           $  (268,578)      $   (229,492)
                                             ==============================

       Pro forma                             $  (269,373)      $   (249,886)
                                             ==============================


   BASIC AND DILUTED LOSS PER SHARE
       As reported                           $     (0.03)      $      (0.04)
                                             ==============================


       Pro forma                             $     (0.03)      $      (0.04)
   ========================================================================


         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:


   =========================================================================
                                             Three Month         Three Month
                                            Period Ended        Period Ended
                                                June 30,            June 30,
                                                    2001                2000
   -------------------------------------------------------------------------

   Risk-free interest rate               4.300% - 4.327%    5.554% - 6.484%%
   Expected life of the options                  2 years             2 years
   Expected volatility                 180.41% - 191.78%                 50%
   Expected dividend yield                         --                  --
   =========================================================================


         The Company accounts for stock issued to non-employees and consultants
         in accordance with the provisions of SFAS 123 and the Emerging Issues
         Task Force consensus in issued No. 96 - 18 ("EITF 96-18") "Accounting
         for Equity Instruments that are Issued to Other Than Employees for
         Acquiring or in Conjunction with Selling, Goods or Services".


                                       16

<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JUNE 30, 2001

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


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

         The Company granted 150,000 options to third party consultants during
         the three month period ended June 30, 2001 and accordingly, the stock
         based compensation recognized using the Black Scholes Option pricing
         model was $24,192. The amount expensed during the three month period
         ended June 30, 2001 was $33,711, which included stock-based
         compensation of $3,024 from the three month period ended June 30, 2001
         and unamortized balance of $30,687 from the prior periods. Unamortized
         balance at June 30, 2001 totaled $135,360 which will be amortized to
         expense over the remaining term of consultants' services which range
         over a term of one to two years.


10.      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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

                                        Three Month     Three Month
                                       Period Ended    Period Ended
                                           June 30,        June 30,
                                               2001            2000
         ----------------------------------------------------------

         Cash paid for income taxes         $   --        $ --
         ==========================================================

         Cash paid for interest             $   --        $ --
         ==========================================================

         The following non-cash investing and financing transactions occurred
         during the period from April 1, 2001 to June 30, 2001:

         a) The Company issued 550,000 shares of common stock at an agreed value
         of $45,000 for consulting services.

         There were no non-cash, investing and financing transactions during the
         period from April 1, 2000 to June 30, 2000.


                                       17

<PAGE>


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

GENERAL

Overview

         Our primary business is to provide Webcasting and teleconferencing
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 $37,372 for the three month period ending June 30,
2001, compared to revenues of $4,689 for the period June 30,2000. Our revenues
for the year ended March 31, 2001 were $39,784. Our revenues were achieved
primarily from webcasting, teleconferencing and our ViaVision services. Our
revenues have increased from the period ended March 31, 2001 due to our new
teleconferencing services that we now provide to clients.

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 are now providing our clients with additional services.

OPERATING EXPENSES. Our operating expenses were $306,642 for the three month
period ending June 30, 2001, compared to operating expenses of $236,558 for the
three months ending June 30, 2000. The increase in operating expenses during
this quarter was due to additional equipment purchased and expenses incurred to
provide our new services to our clients. We will continue to have increases in
operating expenses in connection with providing these new services to our
clients.

NET LOSS. Our net loss was $268,578, or $0.03 per share, for the three months
ending June 30, 2001. Our net loss was $229,492, or $0.03 per share, for the
three months ended June 30, 2000. Our net loss reflects the fact that we have
not earned significant revenues to date.




                                       18

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

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

         We had cash of $21,787 as of June 30, 2001 compared to cash of $97,960
as of June 30, 2000.

         During the period April 1, 2001 to June 30, 2001, we realized net
proceeds of $283,000 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 the sales of corporate conference call services
and the sales of webcasting products 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.

         Subject to the availability of sufficient funds, we currently intend to
pursue the following Plan of Operations during the twelve months ended March 31,
2002:

            o     Continue to develop a customer base of companies to use our
                  services for teleconferencing and Webcasting of corporate
                  information.

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

            o     Purchase additional equipment to expand our teleconferencing
                  service and Webcasting capabilities.

         Subject to the availability of funds, we anticipate that we will spend
an aggregate of up to approximately $1,000,000 over the twelve-month period
ending March 31, 2002 in pursuing our Plan of Operations for the purposes
described above.

         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, strategic
alliances relating to teleconferencing or Webcasting 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 our teleconferencing and
Webcasting services. We anticipate an increase in revenue from these sources if
we are successful in increasing our customer base.


                                       19

<PAGE>



         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     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.


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 research and development 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 publication of corporate financial information over the
Internet, e-commerce through the facilities of the Internet and the role of
video and audio production and Internet news broadcasting. 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 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 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.


                                       20

<PAGE>


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 21. 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, 2001 are $125,236. Our
total losses since inception through June 30, 2001 are $2,363,753. An investor
must consider the risks, expenses and difficulties frequently encountered by
companies such as ours, in the early stages of their development. 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.

            FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

         The report of our independent auditors on their audit of our financial
statements as of March 31, 2001 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,
2001, we had current assets of $60,010 and current liabilities of $76,054. In
order to meet our Plan of Operations, we will need to raise additional capital.
Our budget for the year

                                       21

<PAGE>


ending March 31, 2002 calls for us to raise an additional $1,000,000 in capital
during the year ending March 31, 2002. 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. Such
securities may have rights, preferences or privileges senior to those of the
rights of our Common Stock.

         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, our limited operating
history and the uncertainty as to the broad acceptance of the Web as a
communications 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 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 increasing our revenues from the teleconferencing
and Webcasting 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.

                                      22

<PAGE>

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

In order to accomplish the forgoing objectives, we will require substantial
amounts of additional capital that is not currently available to us. Management
estimates that it will require $1,000,000 of additional capital to be applied to
meeting these objectives through March 31, 2002.

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 providing Webcasting and teleconferencing 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 period ended June 30, 2001, we incurred a loss
of $269,270 on revenues of $37,372. 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
additional losses for the foreseeable future.

DEPENDENCE ON WEBCASTING AND TELECONFERENCING REVENUE

         We currently derive the principal portion of our revenue from the sale
of webcasting and teleconferencing services to corporate clients throughout
North America. We currently expect that webcasting and teleconferencing will
continue to be the principal source of our revenue in the foreseeable future.

         Our ability to generate webcasting revenue will depend on several
factors, including:

            o      the pricing of webcasting services by others,

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

                                       23

<PAGE>


         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.

         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 and
                  teleconferencing, 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;

                                       24

<PAGE>


            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.

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 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.

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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.

         We maintain our primary data facility and hosting servers at our
headquarters in Burnaby, 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. Although each of these employees is subject to a confidentiality
agreement, 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

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<PAGE>


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 or 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.

DEPENDENCE ON GROWTH IN INTERNET USE

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

            o     inadequate development of the network infrastructure,

            o     inadequate development of enabling technologies, and

            o     concerns about privacy and security among users.

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.

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.

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<PAGE>


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. Various proposals are under discussion regarding possible taxes
subsequent to the expiration of the moratorium. There can be no assurance that,
once such moratorium is lifted, 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.

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<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 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.

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<PAGE>


         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.

         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 40.4% 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.

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<PAGE>


         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.

         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.



                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

In June 2001, the Company issued and sold an aggregate of 1,790,000 units of
securities for $0.20 per unit exempt under Regulations D and S from the
registration requirements of the Securities Act of 1933, as amended. Each unit
consisted of one share of common stock and one warrant enabling the holder to
purchase an additional share of common stock. Of the 1,790,000 warrants issued,
1,290,000 are exercisable at $0.20 per share and 500,000 are exercisable at
$0.05 per share. All of the warrants expire on February 28, 2004. The total
proceeds to the Company were $283,000. Except for one purchaser, all were
"Non-U.S. Persons". Each purchaser represented to the Registrant that the
purchaser was an "accredited investor" as defined under Regulation D. Each
purchaser also represented his intention to acquire the securities for
investment only and not with a view to distribution. Legends were affixed to the
stock certificates and stop transfer instructions instituted. None of the
securities were sold through an underwriter and, accordingly, there were no
underwriting discounts or commissions involved

In June 2001, the Company issued 350,000 shares of common stock were issued for
consulting services for an agreed amount of $35,000. The issuance of these
shares was exempt from registration pursuant to section 4(2) of the Securities
Act of 1933, as amended. The consultant represented his intention to acquire the
securities for investment only and not with a view to distribution. A legend was
affixed to the stock certificate and stop transfer instructions instituted.

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

         (a)   Exhibits

               Exhibit Number    Description

               None

         (b)   Reports on Form 8-K

               The Registrant did not file any current reports on Form 8-K
               during the quarter ended June 30, 2001.


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<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 13, 2001                  By:
                                                /s/ Brian Kathler
                                                -------------------------------
                                                President
                                                (Principal Executive Officer and
                                                Principal Accounting Officer)
















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