UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

For the quarterly period ended September 30, 2002

[ ]  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.)

STE 290 -145 CHADWICK CRT, N. VANCOUVER,
BRITISH COLUMBIA                                            V7M 3K1
--------------------------------------------------          -------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number, including area code              604-988-7667
                                                            ------------

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                          September 30, 2002
                 -------------------            ------------------------
                 Common Stock                   12,223,000 shares

<page>
                          PART 1 FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

GENERAL

The Company's unaudited financial statements for the six months ending September
30, 2002 are included with this Form 10-QSB. The unaudited financial statements
for the six months ending September 30, 2002 include:

         (a)      Consolidated Balance Sheet as of September 30, 2002
                  ("unaudited") and March 31, 2002 ("audited");

         (b)      Consolidated Statement of Operations - Cumulative from
                  Incorporation to September 30, 2002, six months ended
                  September 30, 2002, six months ended September 30, 2001, three
                  months ended September 30, 2002 and three months ended
                  September 30, 2001;

         (c)      Consolidated Statement of Stockholders' Equity for the period
                  ending September 30, 2002;

         (d)      Consolidated Statements of Cash Flows - Cumulative from
                  Incorporation to September 30, 2002, six months ended
                  September 30, 2002 and six months ended September 30, 2001;

         (e)      Notes to Consolidated Financial Statements.

The unaudited financial statements have been prepared in accordance with the
instructions to Form 10-QSB and, therefore, do not include all information and
footnotes necessary for a complete presentation of the financial position,
results of operations, cash flows, and stockholders' equity in conformity with
generally accepted accounting principles. In the opinion of management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature. Operating results for the six months ended
September 30, 2002 are not necessarily indicative of the results that can be
expected for the year ending March 31, 2003.



                                       2
<page>




                            VIAVID BROADCASTING INC.
                          (A DEVELOPMENT STAGE COMPANY)


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

                               SEPTEMBER 30, 2002














                                       3
<page>


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

<table>
<caption>
=================================================================================================================

                                                                                September 30,         March 31,
                                                                                         2002              2002
-----------------------------------------------------------------------------------------------------------------

                                                                              <C>                <C>
ASSETS

CURRENT
    Cash and cash equivalents                                                    $      --          $    10,616
    Accounts receivable                                                              100,960             86,076
                                                                                 -----------        -----------
    Total current assets                                                             100,960             96,692

CAPITAL ASSETS (Note 5)                                                              110,099            129,578
                                                                                 -----------        -----------

TOTAL ASSETS                                                                     $   211,059        $   226,270
=================================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT
    Cheques drawn in excess of available bank balances                           $     3,553        $      --
    Accounts payable and accrued liabilities                                         154,275             88,909
    Due to related parties                                                            73,658              5,858
                                                                                 -----------        -----------

    Total current liabilities                                                        231,486             94,767
                                                                                 -----------        -----------

Convertible promissory notes (note 7)                                                152,250            150,000
                                                                                 -----------        -----------

Total liabilities                                                                    383,736            244,767
                                                                                 -----------        -----------

STOCKHOLDERS' DEFICIENCY
    Capital stock (Note 8)
       Authorized
             25,000,000 common shares with a par value of $0.001 per share
       Issued
             12,223,000 common shares (12,023,000 at March 31, 2002)                  12,223             12,023

    Additional paid-in capital                                                     2,916,705          2,829,351
    Subscriptions received in advance (Note 12)                                       10,000               --
    Deficit accumulated during the development stage                              (3,111,605)        (2,859,871)
                                                                                 -----------        -----------

    Total stockholders' deficiency                                                  (172,677)           (18,497)
                                                                                 -----------        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                   $   211,059        $   226,270
=================================================================================================================
</table>

NATURE OF OPERATIONS (Note 1)

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


                                       4
<page>


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

<table>
<caption>
===================================================================================================================================

                                               Cumulative
                                                  Amounts
                                                     From
                                            Incorporation
                                                       on
                                              January 20,      Three Month      Three Month        Six Month        Six Month
                                                  1999 to     Period Ended     Period Ended     Period Ended     Period Ended
                                            September 30,    September 30,    September 30,    September 30,    September 30,
                                                     2002             2002             2001             2002             2001
-----------------------------------------------------------------------------------------------------------------------------------

                                          <c>              <c>              <c>              <c>              <c>
REVENUE
    Broadcast and web income                 $    616,680     $    145,792     $     55,869     $    253,536     $     93,241
                                             ------------     ------------     ------------     ------------     ------------

EXPENSES
    Amortization                                  151,988            7,789           11,020           16,277           22,026
    Bad debts                                      11,358            4,695             --              7,681             --
    Conference calls                              470,231           78,293            4,410          138,589            8,589
    Consulting                                  1,098,120           72,202           73,738          130,120          220,311
    Foreign exchange (gain)                        15,870           (1,106)          (1,345)           2,216             (915)
    Interest                                       39,750            2,250             --              2,250             --
    Loss on sale of capital assets                  5,961            3,843             --              3,843             --
    Office and miscellaneous                      329,226           13,703           35,042           40,789           76,563
    Professional fees                             289,751           13,341           36,548           28,430           46,494
    Rent                                          163,624           13,625            8,342           23,900           19,436
    Salaries and benefits                         379,268           17,535           27,197           36,108           58,057
    Stock based compensation                      712,896           36,019           42,381           73,554           76,092
    Travel and promotion                           73,602              174              780            1,562            2,277
                                             ------------     ------------     ------------     ------------     ------------

                                                3,741,645          262,363          238,113          505,319          528,930
                                             ------------     ------------     ------------     ------------     ------------

         LOSS BEFORE OTHER ITEM                (3,124,965)        (116,571)        (182,244)        (251,783)        (435,689)

               OTHER ITEM

    Interest income                                13,360               25               58               49              750
                                             ------------     ------------     ------------     ------------     ------------

LOSS FOR THE PERIOD                          $ (3,111,605)    $   (116,546)    $   (182,186)    $   (251,734)    $   (434,939)
===================================================================================================================================

BASIC AND DILUTED LOSS PER COMMON
    SHARE                                                     $      (0.01)    $      (0.02)    $      (0.02)    $      (0.04)
===================================================================================================================================

WEIGHTED AVERAGE NUMBER OF
    SHARES OF COMMON STOCK
    OUTSTANDING                                                 12,053,434       10,453,000       12,038,301        9,775,000
===================================================================================================================================
</table>


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



                                       5
<page>


 VIAVID BROADCASTING INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)

<table>
<caption>
===================================================================================================================================

                                                                                                         Deficit
                                                 Common Stock                                Sub-    Accumulated
                                          -------------------------     Additional     scriptions     During the
                                              Number                       Paid-in       Received    Development
                                           of Shares         Amount        Capital     in Advance          Stage          Total
-----------------------------------------------------------------------------------------------------------------------------------

                                       <c>           <c>            <c>            <c>            <c>            <c>
BALANCE AT JUNE 30, 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
    Finders fee on private placement            --             --          (15,825)          --             --          (15,825)
    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
    Shares issued for exercise of
       warrants                              550,000            550        109,450           --             --          110,000
    Shares issued for exercise of
       warrants                              500,000            500         24,500           --             --           25,000
    Shares issued for exercise of
       stock options                         170,000            170         33,830           --             --           34,000
    Shares issued for consulting fees        100,000            100          4,900           --             --            5,000
    Shares issued for consulting fees        250,000            250         12,250           --             --           12,500
    Shares issued for cash                   250,000            250         12,250           --             --           12,500
    Finders fee                                 --             --          (15,243)          --             --          (15,243)
    Stock-based compensation for
       options issued to consultants            --             --          181,755           --             --          181,755
    Issuance of convertible
       promissory notes                         --             --           37,500           --             --           37,500
    Return to treasury                      (250,000)          (250)       (24,750)          --             --          (25,000)
    Loss for the year                           --             --             --             --         (764,696)      (764,696)
                                         -----------    -----------    -----------    -----------    -----------    -----------

BALANCE AT MARCH 31, 2002                 12,023,000         12,023      2,829,351           --       (2,859,871)       (18,497)

    Shares issued for consulting fees        200,000            200         13,800           --             --           14,000
    Subscriptions received in
       advance                                  --             --             --           10,000           --           10,000
    Loss for the period                                                                                 (251,734)      (251,734)
    Stock-based compensation                    --             --           73,554           --             --           73,554
                                         -----------    -----------    -----------    -----------    -----------    -----------

BALANCE AT SEPTEMBER 30, 2002             12,223,000    $    12,223    $ 2,916,705    $    10,000    $(3,111,605)   $  (172,677)
===================================================================================================================================
</table>


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


                                       6
<page>


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

<table>
<caption>
================================================================================================================================

                                                                                Cumulative
                                                                                   Amounts
                                                                                      From
                                                                             Incorporation
                                                                                        on
                                                                               January 20,        Six Month        Six Month
                                                                                   1999 to     Period Ended     Period Ended
                                                                             September 30,    September 30,    September 30,
                                                                                      2002             2002             2001
--------------------------------------------------------------------------------------------------------------------------------



                                                                            <c>              <c>              <c>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                        $(3,111,605)     $  (251,734)     $  (434,939)
    Items not affecting cash:
       Amortization                                                                151,988           16,277           22,026
       Stock based compensation                                                    712,896           73,554           76,092
       Consulting fees                                                             167,000           14,000           45,000
       Intrinsic value of beneficial conversion feature of
         convertible promissory notes                                               37,500             --               --
       Loss on sale of capital assets                                                5,961            3,843             --
       Interest on convertible promissory notes                                      2,250            2,250             --

    Changes in non-cash working capital items:

       Increase in accounts receivable                                            (100,960)         (14,884)         (17,667)
       Decrease in prepaid expenses                                                   --               --              4,914
       Increase in accounts payable and accrued liabilities                        154,275           65,366           51,569
                                                                               -----------      -----------      -----------

    Net cash used in operating activities                                       (1,980,695)         (91,328)        (253,005)
                                                                               -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of capital assets                                                 (276,692)          (5,025)         (13,285)
    Acquisition of subsidiary                                                         (335)            --               --
                                                                               -----------      -----------      -----------

    Net cash used in investing activities                                         (277,027)          (5,025)         (13,285)
                                                                               -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from shares issued                                                  1,900,432             --            267,175
    Proceeds from sale of capital assets                                            14,079            4,384             --
    Subscriptions received in advance                                              116,000           10,000           17,314
    Loans from related parties                                                     223,658           67,800           54,889
                                                                               -----------      -----------      -----------

    Net cash provided by financing activities                                    2,254,169           82,184          339,378
                                                                               -----------      -----------      -----------
</table>

                                  - Continued -

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


                                       7
<page>


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

<table>
<caption>
================================================================================================================================

                                                                                Cumulative
                                                                                   Amounts
                                                                                      From
                                                                             Incorporation
                                                                                        on
                                                                               January 20,        Six Month        Six Month
                                                                                   1999 to     Period Ended     Period Ended
                                                                             September 30,    September 30,    September 30,
                                                                                      2002             2002             2001
--------------------------------------------------------------------------------------------------------------------------------



                                                                            <c>              <c>              <c>
Cont'd...

            CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD                      (3,553)         (14,169)          73,088


              CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          --             10,616           51,918
                                                                               -----------      -----------      -----------


CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $    (3,553)     $    (3,553)     $   125,006
==================================================================================================================================


CASH AND EQUIVALENTS ARE COMPRISED OF:
    Cash                                                                       $      --        $      --        $   125,006
    Cheques drawn in excess of available bank balances                              (3,553)          (3,553)            --
                                                                               -----------      -----------      -----------

                                                                               $    (3,553)     $    (3,553)     $   125,006
==================================================================================================================================
</table>

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 11)







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



                                       8
<page>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002

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



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 related Canadian
         company operating in Vancouver, British Columbia, Canada. VBC was
         incorporated under the laws of British Columbia on July 26, 1994.

         The Company is engaged in providing webcasting and teleconferencing
         services to corporate clients throughout North America. In accordance
         with Statement of Financial Accounting Standards ("SFAS") 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 operation, changes
         in stockholders' equity and cash flows at September 30, 2002, the six
         month period ended and for the three month period ended have been made.
         These consolidated financial statements should be read in conjunction
         with the audited consolidated financial statements of the Company for
         the year ended March 31, 2002. The results of operations for the six
         month period and the three month period ended September 30, 2002 are
         not necessarily indicative of the results to be expected for the year
         ended March 31, 2003.

3.       GOING CONCERN

         As at September 30, 2002, the Company has an accumulated deficit of
         $3,111,605. The Company's ability to continue as a going concern is
         dependent on continued financial support in the form of loans from its
         shareholders and other related parties, the ability of the Company to
         raise equity financing, and the attainment of profitable operations.
         Based upon recent changes made by management to reduce expenses,
         management is of the opinion that the cash flow from operations will
         provide sufficient working capital to meet the Company's liabilities as
         they become due. The Company may, as and when opportunities arise, seek
         to raise additional equity capital from the sale of shares of common
         stock.

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



                                       9
<page>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002

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



4.       SIGNIFICANT ACCOUNTING POLICIES

         ESTIMATES

         In preparing these consolidated financial statements in conformity with
         United States 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 year. Actual results in future periods could be
         different from these estimates made in the current year.

         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 SFAS No. 121 "Accounting for the Impairment of
         Long-Lived Assets and for Long-Lived Assets to be Disposed of". 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 September 30, 2002 and March 31, 2002, the Company's
         analysis indicated that there was not an impairment of its long-lived
         assets.



                                       10
<page>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002

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



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

         FINANCIAL INSTRUMENTS

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

         REVENUE RECOGNITION

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

         FOREIGN CURRENCY TRANSLATION

         The Company accounts for foreign currency transactions and translation
         of foreign currency financial statements under SFAS No. 52, "Foreign
         Currency Translation". 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 weighted average
         number of shares outstanding at September 30, 2002, 12,038,301, and
         2001, 9,975,000, do not include the 1,112,000 (2001 - 2,162,000)
         warrants outstanding, the stock options of 592,000 (2001 - 922,000) as
         their effect would be anti-dilutive.



                                       11
<page>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002

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



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".

         NEW ACCOUNTING PRONOUNCEMENTS

         In June 2001, the FASB approved the issuance of SFAS No. 142, "Goodwill
         and Other Intangible Assets". SFAS 142 requires that goodwill no longer
         be amortized to earnings, but instead be reviewed for impairment. The
         statement is effective for fiscal years beginning after December 15,
         2001, and is required to be applied at the beginning of an entity's
         fiscal year and to be applied to all goodwill and other intangible
         assets recognized in its financial statements at that date. Impairment
         losses for goodwill and indefinite-lived intangible assets that arise
         due to the initial application of this statement (resulting from a
         transitional impairment test) are to be reported as resulting from a
         change in accounting principle. Under an exception to the date at which
         this statement becomes effective, goodwill and intangible assets
         acquired after June 30, 2001, will be subject immediately to the
         non-amortization and amortization provisions of this statement.

         In July 2001, FASB issued SFAS No. 143 "Accounting for Asset Retirement
         Obligations" that records the fair value of the liability for closure
         and removal costs associated with the legal obligations upon retirement
         or removal of any tangible long-lived assets. The initial recognition
         of the liability will be capitalized as part of the asset cost and
         depreciated over its estimated useful life. SFAS 143 is required to be
         adopted effective January 1, 2003.



                                       12
<page>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002

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



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

         NEW ACCOUNTING PRONOUNCEMENTS (cont'd...)

         In October 2001, FASB issued SFAS No. 144, "Accounting for the
         Impairment on Disposal of Long-lived Assets", which supersedes SFAS No.
         121, "Accounting for the Impairment of Long-lived Assets and for
         Long-lived Assets to be Disposed of". SFAS 144 requires that long-lived
         assets that are to be disposed of by sale be measured at the lower of
         book value or fair value less cost to sell. Additionally, SFAS 144
         expands the scope of discontinued operations to include all components
         of an entity with operations that (1) can be distinguished from the
         rest of the entity and (2) will be eliminated from the ongoing
         operations of the entity in a disposal transaction. SFAS 144 is
         effective for financial statements issued for fiscal years beginning
         after December 15, 2001, and, generally, its provisions are to be
         applied prospectively.

         In April 2002, FASB issued Statements of Financial Accounting No. 145,
         "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
         Statement No. 13 and Technical Corrections" ("SFAS 145"). SFAS 145
         eliminates the requirement that gains and losses from the
         extinguishment of debt be aggregated and , if material, classified as
         an extraordinary item, net of the related income tax effect and
         eliminates an inconsistency between the accounting for sale-leaseback
         transactions and certain lease modifications that have economic effects
         that are similar to sale-leaseback transactions. Generally SFAS 145 is
         effective for transactions occurring after May 15, 2002.

         The adoption of these new pronouncements is not expected to have a
         material effect on the Company's financial position or results of
         operations.

5.       CAPITAL ASSETS

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

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

SEPTEMBER 30, 2002
    Computer equipment                    $173,489       $101,991    $ 71,498
    Office furniture                        17,011          7,116       9,895
    Telephone and video equipment           61,707         33,001      28,706
                                          --------       --------    --------

                                          $252,207       $142,108    $110,099
                                          ========       ========    ========

MARCH 31, 2002
    Computer equipment                    $170,465       $ 90,249    $ 80,216
    Office furniture                        17,011          6,027      10,984
    Telephone and video equipment           67,932         29,554      38,378
                                          --------       --------    --------

                                          $255,408       $125,830    $129,578
===============================================================================



                                       13
<page>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002

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


6.       RELATED PARTY TRANSACTIONS

         The Company entered into the following transactions with related
         parties:

         Paid or accrued consulting fees as follows:

         a)  $115,481 (2001 - $87,456) to three directors of the Company

         b)  During the previous year, the Company issued three 3% convertible
             promissory notes of $50,000 each for a total debt of $150,000 (2001
             - $Nil) to related parties (Note 7). During the current period, the
             Company has accrued interest payable in the amount of $2,250.

         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 except for the convertible promissory notes, therefore, the
         fair value of the amounts owed to the related parties are not
         determinable.

7.       CONVERTIBLE PROMISSORY NOTES

<table>
<caption>
   =====================================================================================================================

                                                                                        September 30,        March 31,
                                                                                                 2002             2002
   ---------------------------------------------------------------------------------------------------------------------
   
                                                                                    <C>              <C>
       On March 11, 2002, the Company issued three convertible promissory notes
       maturing on December 31, 2004 to related parties at $50,000 each bearing
       interest at 3% per annum, payable quarterly. Interest is payable, at the
       option of the Holder, in either cash or shares of common stock, based
       upon the amount of interest owing and the fair market value of the shares
       on the interest payment date The outstanding principal of the promissory          $   150,000      $   150,000
       notes is convertible at any time at the option of the  holder  into
       shares of common  stock of the Company  at the  lesser of $0.50  per
       share and 80% of the fair  market value of the common  shares,  but not
       less than  $0.05 per  share.  The intrinsic  value of the  beneficial
       conversion  feature of $37,500 was charged to interest expense in the
       previous year.

   Accrued interest                                                                             2,250             --

   Current portion                                                                               --               --
                                                                                          -----------      -----------
   Long term                                                                              $   152,250      $   150,000
   =====================================================================================================================
</table>



                                       14
<page>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002

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



8.       CAPITAL STOCK

         WARRANTS

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

                                                 September 30,     March 31,
                                                          2002          2002
-------------------------------------------------------------------------------

Balance, beginning of the period                     1,112,000       372,000
    Issued during the period                             --        1,790,000
    Exercised during the period                          --       (1,050,000)
                                                    ----------    ----------

Balance, end of the period                           1,112,000     1,112,000
===============================================================================

         As at September 30, 2002, there were 372,000 warrants outstanding that
         are exercisable into 372,000 common shares at $0.50 per share until
         September 30, 2003, and 740,000 warrants outstanding that are
         exercisable into 740,000 common shares at $0.20 per share until
         February 28, 2004.

9.       INCOME TAXES

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

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

                                              September 30,        March 31,
                                                       2002             2002
-------------------------------------------------------------------------------

   Tax benefit of net operating loss carry forward   $ 867,267     $ 820,979
   Valuation allowance                                (867,267)     (820,979)
                                                     ---------     ---------

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

          The Company has an operating loss carryforward of approximately
          $464,000 which expires in the year 2022. The Company's subsidiary,
          ViaVid Broadcasting Corp., has Canadian operating losses carryforward
          of approximately $1,792,000 which expire from 2004 to 2009. The
          Company has provided a full valuation allowance on the deferred tax
          asset due to the uncertainty regarding realizability.

10.      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 the 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.



                                       15
<page>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002

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



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

         Following is a summary of the stock option activity:

<table>
<caption>
==========================================================================================================================

                                                         September 30, 2002                   March 31, 2002
                                                   -------------------------------    -------------------------------

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

                                                     <c>            <c>                 <c>            <c>
Outstanding, beginning of Period                        1,117,000      $     0.30            667,000      $     0.55
    Granted                                                50,000            0.20            960,000            0.17
    Forfeited                                            (575,000)           0.13           (340,000)           0.46
    Exercised                                                  -                            (170,000)           0.20
                                                   --------------                     --------------

Outstanding, end of Period                                592,000      $     0.46          1,117,000      $     0.30

==========================================================================================================================
</table>

         The weighted average fair value of options granted to employees,
         non-employees and consultants during the current period was
         approximately $0.02 (2002 - $0.14) per option.

         Following is a summary of the status of options outstanding at
         September 30, 2002:

<table>
<caption>

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

                                                  Outstanding Options                      Exercisable Options
                                       -------------------------------------------    -------------------------------

                                                           Weighted
                                                            Average      Weighted                           Weighted
                                                          Remaining       Average                            Average
Exercise Price                                          Contractual      Exercise                           Exercise
                                              Number           Life         Price             Number           Price
-------------------------------------------------------------------------------------------------------------------------
<c>                                           <c>             <c>        <c>                  <c>         <c>
$    1.00                                     20,000          0.15       $    1.00            20,000      $    1.00
     0.30                                     30,000          0.30            0.30            30,000           0.30
     1.00                                     12,000          0.30            1.00            12,000           1.00
     3.50                                     25,000          0.42            3.50            25,000           3.50
     0.30                                     50,000          0.53            0.30            50,000           0.30
     0.37                                     20,000          0.72            0.37            20,000           0.37
     1.00                                     10,000          1.01            1.00            10,000           1.00
     0.40                                     25,000          1.27            0.40            25,000           0.40
     0.30                                     15,000          1.34            0.30            15,000           0.30
     0.30                                     45,000          1.47            0.30            45,000           0.30
     0.30                                     10,000          1.50            0.30            10,000           0.30
     0.20                                    150,000          1.52            0.20           150,000           0.20
     0.30                                     15,000          1.75            0.30            15,000           0.30
     0.30                                     10,000          1.50            0.30            10,000           0.30
     0.20                                    150,000          1.52            0.20           150,000           0.20


</table>
                                  - Continued -



                                       16
<page>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002

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



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

<table>
<caption>
=====================================================================================================================

                                                  Outstanding Options                      Exercisable Options
                                       -------------------------------------------    -------------------------------
                                                           Weighted
                                                            Average      Weighted                           Weighted
                                                          Remaining       Average                            Average
                                                        Contractual      Exercise                           Exercise
Exercise Price                                Number           Life         Price             Number           Price
---------------------------------------------------------------------------------------------------------------------


                                           <c>             <c>        <c>                 <c>          <c>
Cont'd...

     0.30                                     15,000          1.75            0.30            15,000           0.30
     0.20                                     15,000          2.05            0.20            15,000           0.20
     0.30                                    100,000          2.10            0.30           100,000           0.30
     0.10                                     50,000          2.95            0.20            50,000           0.20
=====================================================================================================================
</table>




         COMPENSATION

         During the six month period ended September 30, 2002, there were no
         options issued to employees. Therefore, no compensation cost for
         employees has been recognized on the basis of fair value pursuant to
         Statement of Financial Accounting Standards No. 123 for September 30,
         2002, net loss and loss per share has been adjusted for September 30,
         2001 as follows:

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

                                           Six Month            Six Month
                                        Period Ended         Period Ended
                                       September 30,        September 30,
                                                2002                 2001
-------------------------------------------------------------------------------

NET LOSS
    As reported                        $   (251,734)       $     (434,939)
                                       ===================================

    Pro forma                          $   (251,734)       $     (437,031)
                                       ===================================

BASIC AND DILUTED LOSS PER SHARE
    As reported                        $      (0.02)       $        (0.04)
                                       ===================================

    Pro forma                          $      (0.02)       $        (0.04)

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



                                       17
<page>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002

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



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

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

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

                                             Six Month             Six Month
                                          Period Ended          Period Ended
                                         September 30,         September 30,
                                                  2002                  2001
-------------------------------------------------------------------------------

Risk-free interest rate                          1.960%       2.869% - 4.327%
Expected life of the options                    2 years               2 years
Expected volatility                                 75%           180% - 206%
Expected dividend yield                            --                    --
===============================================================================

         The Company granted 50,000 options to third party consultants during
         the period ended September 30, 2002 and accordingly, the stock based
         compensation recognized using the Black Scholes Option pricing model
         was $896. The amount expensed during the six month period ended
         September 30, 2002 was $73,554, and the total unamortized balance is
         $13,317. This amount can be allocated to another expense category in
         the accompanying consolidated statements of operations as consulting
         fees.

11.      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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

                                                   Six Month        Six Month
                                                Period Ended     Period Ended
                                               September 30,    September 30,
                                                        2002             2001
         ----------------------------------------------------------------------

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

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

         The following non-cash, investing and financing transactions occurred
         during the six month period ended September 30, 2002:

         a) The Company issued 200,000 shares of common stock at an agreed value
            of $14,000 for consulting services.

         The following non-cash investing and financing transactions occurred
         during the six month period ended September 30, 2001:

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


                                       18
<page>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002

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


12.      SUBSEQUENT EVENT

         Subsequent to September 30, 2002, the Company issued pursuant to a
         private placement, 200,000 shares of common stock at $0.05 per share.




















                                       19
<page>





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

GENERAL

Overview

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

RESULTS OF OPERATIONS

Revenues. Our revenues were $145,792 for the three month period ending September
30, 2002, compared to revenues of $55,869 for the period September 30, 2001. Our
revenues for the year ended March 31, 2002 were $275,280. Our revenues were
achieved primarily from webcasting, teleconferencing and transcriptions
services. The increase in our revenues is due to the increase in our client base
and providing a greater volume of services. We believe that largely because of
the adoption by the US Securities and Exchange Commission of Regulation FD in
October 2000, public reporting companies are more frequently webcasting and
conducting conference calls for earnings updates, shareholder updates, product
announcements, investor and broker presentations and annual meetings.

We are also continuing our efforts at pursuing day-to-day teleconferencing and
webcasting business beyond the financial industry.

Our revenues have not been significant in comparison to our operating expenses
as we are currently in the start-up phase of our operations. We are attempting
to increase our future revenues by completing our plan of operations, as
discussed below.

Operating Expenses. Our operating expenses were $262,363 for the three month
period ending September 30, 2002, compared to operating expenses of $238,113 for
the six months ending September 30, 2001. The slight increase in operating
expenses during this period was due to a greater number of events completed by
the Company.

Net Loss. Our net loss was $116,546, or $0.01 per share, for the three months
ending September 30, 2002. Our net loss was $182,186, or $0.02 per share, for
the three months ended September 30, 2001. Our net loss reflects the fact that
we have not earned significant revenues to date.



                                       20
<page>

LIQUIDITY AND CAPITAL RESOURCES

         Through the first quarter of the fiscal year ending March 31, 2003, our
operations were financed principally through sales of our equity securities.
During the second quarter of the year, we restructured our operations to
eliminate certain expenses. These restructuring activities continued into the
third quarter. With the completion of this restructuring, we believe we will be
able to support our operations out of our cash flow. We will continue, as
opportunities arise, to seek to raise additional capital through the sale of
equity securities. We are unable to state whether we will be able to raise any
additional capital from such sources or the terms on which it may be raised. The
sale of our equity securities may dilute the interests of our existing
stockholders.

         At September 30, 2002, we had current assets of $100,960, substantially
all of which was accounts receivable and we had no significant amount of cash.
As of that date, we had current liabilities of $231,486, including accounts
payable of $154,275. While we believe our recent restructuring of our expenses
will enable us to meet these current liabilities out of our cash flow from
operations, there can be no assurance that we will be successful in this regard.
To the extent that this restructuring of our expenses is not sufficient to
enable us to meet our current expenses and current liabilities, our ability to
pursue our business plan will be adversely affected.

         We plan on meeting our operating expenses during the remainder of the
current fiscal year by focusing on generating revenues through the sales of
corporate conference call services and the sales of webcasting products, I.R.
Web Page services, transcription services and services related to broadcasts of
conference calls, corporate presentations, annual general meetings and other
related meetings. As opportunities may arise, we may raise additional capital
from the sale of our 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 six months ended March 31,
2003:

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

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

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

         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
in the event our funds produced from operations are insufficient to meet this
plan. 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,
Webcasting, I.R. Pages and transcription services. We anticipate an increase in
revenue from these sources if we are successful in increasing our customer base.


                                       21
<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 ability to fund our ongoing operations
and meet our current liabilities from our restructured operations, 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 as opportunities may arise, the terms on which such capital can be
raised, the period over which any capital and other funds available currently to
us or raised in the future will be sufficient to meet our current or future
levels of operating and other expenses, and our plans regarding the uses of that
capital, as well as any other prospective financial information concerning us.
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
material 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 any additional
capital that may be required to support our operations or the terms and
conditions on which such capital can be raised. Our ability to realize revenues
and raise additional capital from the business plans discussed herein cannot be
assured. If our assumptions are incorrect or our webcasting or other growth
plans or plans to realize revenues or raise additional capital fail to
materialize, we may be unsuccessful in developing as a viable business
enterprise. Under such circumstance your entire investment will be in jeopardy
and may be lost. Our business plan has evolved over time, and we expect that our
plans will evolve further in the future. Our inability to meet our goals and
objectives or the consequences to us from adverse developments in general
economic or capital market conditions and our inability to raise additional



                                       22
<page>

capital could have a material adverse effect on us. We caution you that various
risk factors accompany those forward looking statements and are described, among
other places, under the caption "Risk Factors" herein, beginning on page 23.
They are also described in our Annual Reports on Form 10-KSB, 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 and our Annual Report on Form 10-KSB, 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 September 30, 2002 are
$616,680. Our total losses since inception through September 30, 2002 are
$3,111,605. 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, 2002 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 attain future profitable operations and/or
obtain additional financing. At September 30, 2002 we had current assets of
$100,960 and current liabilities of $231,486, including accounts payable of
$154,275. In order to meet our Plan of Operations, we may need to raise
additional capital. Our estimates as to our ability to fund our current
operations out of our cash flow from operations may prove to be incorrect. 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.



                                       23
<page>

         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.

            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 need to be able to fund
our operations out of our revenues and cash flow from operations. In order to
fully commit to meeting the objectives described above, we will require
substantial amounts of additional capital that is not currently available to us.



                                       24
<page>

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

POSSIBLE INABILITY TO GENERATE REVENUES AND PROFITABLE OPERATIONS

         We have earned minimal revenues to date and we are presently not
profitable. Our business and marketing strategy contemplates that we will earn
revenues from providing Webcasting, teleconferencing and transcription 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 September 30, 2002, we incurred a
loss of $116,546 on revenues of $145,792. 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 expect that webcasting, teleconferencing, transcription and I.R.
Pages will continue to be the principal source of our revenue in the foreseeable
future. Our ability to generate webcasting, teleconferencing, I.R. Page and
transcription revenue will depend on several factors, including:

     o  the pricing of webcasting, teleconferencing, I.R. Page and transcription
        services by others,

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

         As a result of the evolving nature of Webcasting and the use of the
Internet as a communication medium and our limited operating history, we cannot
accurately forecast our revenue. Current and future expense levels are based
principally on anticipated future revenues and, as we increase the scope of our
activities, these expenses, to a large extent, will increase and become fixed.
Accordingly, we may be unable to adjust spending to compensate for shortfalls in
our anticipated revenues. If our revenues do not materialize as anticipated,
this could have an immediate material adverse effect on our business, financial
condition and results of operations, which could lead to an investor's loss of
his investment in our company.


         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,



                                       25
<page>

     o  the amount and timing of our capital expenditures,
     o  costs relating to the expansion of our operations,
     o  price competition or pricing changes in Webcasting, teleconferencing,
        I.R. Pages and transcription, and
     o  costs relating to technical difficulties or system downtime.

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

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

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

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

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

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

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

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


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

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


                                       26
<page>

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 and Robert Gamon, a Director. We do not have long-term employment
agreements with any of our key personnel and maintain no "key person" life
insurance policies. Our future success also depends on our ability to identify,
attract, retain and motivate highly skilled, technical, managerial, sales,
marketing and customer service personnel. Competition for such persons is
intense. We cannot assure you that we will be able to attract or retain such
personnel. The failure to do so could have a material adverse effect on our
business, financial condition and results of operations.


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

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



                                       27
<page>


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

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

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

DEPENDENCE ON LICENSED TECHNOLOGY

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

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



                                       28
<page>

   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.

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.



                                       29
<page>

         A number of legislative proposals have been made at the U.S. and
Canadian federal, state, provincial and local level that would impose additional
taxes on the sale of goods and services over the Internet and certain
jurisdictions have taken measures to tax Internet-related activities. The U.S.
Congress enacted the Internet Tax Freedom Act on October 21, 1998 which imposes
a national moratorium in the United States on state and local taxes on Internet
access services, on-line services, and multiple or discriminatory taxes on
electric commerce effective October 1, 1998 and ending three years after its
enactment. In November, 2001, the moratorium was extended through November 1,
2003. Various proposals are under discussion regarding possible 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.

         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.



                                       30
<page>

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

RELIANCE ON INTELLECTUAL PROPERTY RIGHTS

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

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

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

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

         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 33% 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.



                                       31
<page>

              RISKS APPLICABLE TO THE MARKET FOR OUR COMMON STOCK

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

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

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

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

ITEM 3.  CONTROLS AND PROCEDURES

         Under the supervision and with the participation of our management,
including Brian Kathler, our President and chief financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based on the evaluation, Mr. Kathler has concluded that these
controls and procedures are effective. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

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



                                       32
<page>

                           PART II - OTHER INFORMATION

Item 2.           Changes in Securities

In September, 2002, the Company issued 200,000 shares of common stock for
consulting services. The shares were issued in reliance upon the exemption from
the registration requirements of the Securities Act of 1933, as amended,
pursuant to section 4(2) of that Act . Stop transfer instructions were issued
and the certificate for the shares bears a legend setting forth the restrictions
on transfer. No underwriter participated in the issuance of the shares.

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

         (a)      Exhibits

                  Exhibit Number           Description

                          99.1     Chief Executive Officer's Certification
                          99.2     Chief Financial Officer's Certification

         (b) Reports on Form 8-K

                  The Registrant did not file any current reports on Form 8-K
                  during the quarter ended September 30, 2002.




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<page>


                                 CERTIFICATIONS
                                 --------------

I, Brian Kathler, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of ViaVid Broadcasting
Inc;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  December 19, 2002             /S/ Brian Kathler
                                     ---------------------------
                                     Brian Kathler
                                     President (Principal Executive Officer and
                                     Principal Accounting Officer)



                                       34
<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:    December 19, 2002                     By:
                                               /s/ Brian Kathler
                                               -------------------------------
                                               President
                                               (Principal Executive Officer and
                                               Principal Accounting Officer)






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