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, 2003
                               ------------------

/ /      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                                   (IRS Employer
     of incorporation )                                      Identification No.)

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

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

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

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).    Yes /  /      No / X /

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

                                               Outstanding as of
             Class                              November 4, 2003
          ------------                         -----------------
          Common Stock                         13,423,000 shares


                                       1
<PAGE>


                          PART 1 FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

GENERAL

The Company's unaudited financial statements for the six months and three months
ended September 30, 2003 are included with this Form 10-QSB. The unaudited
financial statements for the six months and three months ended September 30,
2003 include:

         (a)      Consolidated Balance Sheets as of September 30, 2003
                  ("unaudited") and March 31, 2003 ("audited");

         (b)      Consolidated Statements of Operations - Six months ended
                  September 30, 2003, six months ended September 30, 2002; and
                  three months ended September 30, 2003 and three months ended
                  September 30, 2002;

         (c)      Consolidated Statement of Stockholders' Equity for the period
                  ending September 30, 2003;

         (d)      Consolidated Statements of Cash Flows - Six months ended
                  September 30, 2003 and six months ended September 30, 2002;

         (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, 2003 are not necessarily indicative of the results that can be
expected for the year ending March 31, 2004.


                                       2

<PAGE>

                            VIAVID BROADCASTING INC.

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

                               SEPTEMBER 30, 2003






                                       3


<PAGE>


VIAVID BROADCASTING INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)
================================================================================
                                                 September 30,       March 31,
                                                          2003           2003
                                                          ----           ----
ASSETS
CURRENT
    Cash and cash equivalents                      $     1,984    $     1,820
    Accounts receivable                                126,783        114,459
                                                   -----------    -----------
    Total current assets                               128,767        116,279
PROPERTY AND EQUIPMENT                                  75,736         85,289
                                                   -----------    -----------
TOTAL ASSETS                                       $   204,503    $   201,568
=============================================================================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT
    Accounts payable and accrued liabilities       $   157,473    $   176,357
    Due to related parties                             241,554        139,542
                                                   -----------    -----------
    Total current liabilities                          399,027        315,899
CONVERTIBLE PROMISSORY NOTES                           150,000        150,000
                                                   -----------    -----------
Total liabilities                                      549,027        465,899
                                                   -----------    -----------
STOCKHOLDERS' DEFICIENCY
    Capital stock
       Authorized
             25,000,000 common shares with a par
             value of $0.001 per share
       Issued
             12,923,000 common shares (12,423,000
             at March 31, 2003)                         12,923         12,423
    Additional paid-in capital                       2,952,718      2,940,718
    Deficit                                         (3,252,081)    (3,203,341)
    Accumulated other comprehensive loss               (58,084)       (14,131)
                                                   -----------    -----------
    Total stockholders' deficiency                    (344,524)      (264,331)
                                                   -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY     $   204,503    $   201,568
================================================================================

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


                                       4
<PAGE>


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

<TABLE>
<CAPTION>
==============================================================================================================
                                             Three Months        Three Months        Six Months     Six Months
                                                    Ended               Ended             Ended          Ended
                                            September 30,       September 30,     September 30,  September 30,
                                                     2003                2002              2003           2002
--------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>                <C>            <C>
REVENUE
    Broadcast and web income                 $    170,690       $    145,792       $    332,444   $    253,536
                                             ------------       ------------       ------------   ------------
EXPENSES
    Amortization                                    6,169              7,789             12,223         16,277
    Bad debts                                          --              4,695                 --          7,681
    Conference calls                               61,862             78,293            136,425        138,589
    Consulting                                     65,205             72,202            129,563        130,120
    Foreign exchange (gain)                            --             (1,106)                --          2,216
    Interest                                        1,388              2,250              2,513          2,250
    Loss on sale of property and equipment             --              3,843                 --          3,843
    Office and miscellaneous                       27,264             13,703             50,368         40,789
    Professional fees                              12,774             13,341             17,645         28,430
    Rent                                            2,888             13,625              4,318         23,900
    Salaries and benefits                          13,110             17,535             24,815         36,108
    Stock based compensation                           --             36,019                 --         73,554
    Travel and promotion                            2,761                174              3,386          1,562
                                             ------------       ------------       ------------   ------------
                                                  193,421            262,363            381,256        505,319
                                             ------------       ------------       ------------   ------------
LOSS BEFORE OTHER ITEM                            (22,731)          (116,571)           (48,812)      (251,783)
OTHER ITEM
    Interest income                                    30                 25                 72             49
                                             ------------       ------------       ------------   ------------
LOSS FOR THE PERIOD                          $    (22,701)     $    (116,546)      $    (48,740)  $   (251,734)
==============================================================================================================
BASIC AND DILUTED LOSS PER COMMON
    SHARE                                    $      (0.00)     $       (0.01)      $      (0.00)  $     (0.02)
==============================================================================================================
WEIGHTED AVERAGE NUMBER OF
    SHARES OF COMMON STOCK
    OUTSTANDING                                12,792,565         12,053,434         12,608,792     12,038,301
==============================================================================================================
</TABLE>

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


                                        5
<PAGE>


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

<TABLE>
<CAPTION>
==================================================================================================================================
                                          Common Stock
                                     ----------------------
                                                                                                        Accumulated
                                                             Additional  Subscriptions                        Other
                                         Number                 Paid-in       Received                Comprehensive
                                      Of Shares     Amount      Capital     in Advance       Deficit           Loss         Total
----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>       <C>            <C>           <C>            <C>            <C>
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
 Shares issued for cash                 200,000        200        9,800             --            --             --         10,000
 Loss for the year                           --         --           --             --      (343,470)            --       (343,470)
 Foreign currency translation                --         --           --             --            --        (14,131)       (14,131)
 Stock-based compensation                    --         --       87,767             --            --             --         87,767
                                     ---------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2003            12,423,000     12,423    2,940,718             --    (3,203,341)       (14,131)      (264,331)
  Shares issued for consulting
   fees                                 500,000        500       12,000             --            --             --         12,500
  Loss for the six months ended
   September 30, 2003                        --         --           --             --       (48,740)            --        (48,740)
  Foreign currency translation               --         --           --             --            --        (43,953)       (43,953)
                                     ---------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 2003        12,923,000   $ 12,923  $ 2,952,718    $        --   $(3,252,081)   $   (58,084)   $  (344,524)
==================================================================================================================================
</TABLE>

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


                                       6
<PAGE>


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

<TABLE>
<CAPTION>
====================================================================================================
                                                                        Six Months        Six Months
                                                                             Ended             Ended
                                                                     September 30,     September 30,
                                                                              2003              2002
----------------------------------------------------------------------------------------------------
<S>                                                                      <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                  $ (48,740)      $(251,734)
    Items not affecting cash:
       Amortization                                                         12,223          16,277
       Foreign currency translation                                        (43,953)             --
       Stock based compensation                                                 --          73,554
       Consulting fees                                                      12,500          14,000
       Loss on sale of property and equipment                                   --           3,843
       Interest on convertible promissory notes                                 --           2,250

    Changes in non-cash working capital items:
       Increase in accounts receivable                                     (12,324)        (14,884)
       (Decrease) Increase in accounts payable and accrued liabilities     (18,884)         65,366
                                                                         ---------       ---------
    Net cash used in operating activities                                  (99,178)        (91,328)
                                                                         ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of property and equipment                                   (2,670)         (5,025)
                                                                         ---------       ---------
    Net cash used in investing activities                                   (2,670)         (5,025)
                                                                         ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from sale of property and equipment                                --           4,384
    Subscriptions received in advance                                           --          10,000
    Loans from related parties                                             102,012          67,800
                                                                         ---------       ---------
    Net cash provided by financing activities                              102,012          82,184
                                                                         ---------       ---------
CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD                             164         (14,169)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               1,820          10,616
                                                                         ---------       ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                 $   1,984       $  (3,553)
====================================================================================================
</TABLE>

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


                                       7
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(Expressed in United States Dollars)
(Unaudited)
================================================================================

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, teleconferencing and
         transcription services to corporate clients throughout North America.
         The Company was in the development stage to March 31, 2002.
         Subsequently, the Company is now considered an operating company.

2.       GOING CONCERN

         As at September 30, 2003, the Company has an accumulated deficit of
         $3,252,081 and a working capital deficiency of $270,260. 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 cash flow from operations will provide sufficient working capital
         to meet the Company's liabilities as they become due. The Company may,
         as and when opportunities arise, seek to raise additional equity from
         the sale of shares of common stock.

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

3.       BASIS OF PRESENTATION

         The accompanying interim consolidated financial statements have been
         prepared in accordance with United States generally accepted accounting
         principles ("GAAP"). However, they do not include all the information
         and disclosures required by United States GAAP for financial
         statements. They have been prepared on the same accounting policies and
         methods of applications as the latest annual consolidated financial
         statements. In the opinion of management, all adjustments of a normal
         recurring nature necessary for a fair presentation have been included.
         The results for interim periods are not necessarily indicative of
         results for the entire year. The information contained in the interim
         financial statements should be read in conjunction with the annual
         consolidated financial statements and the notes thereto for the year
         ended March 31, 2003.

4.       RELATED PARTY TRANSACTIONS

         The Company entered into the following transactions with related
         parties:

         a) Paid or accrued consulting fees of $129,561 (2002 - $115,481) to
         three directors of the Company. During the current period, the Company
         has accrued interest payable in the amount of $2,250 on convertible
         promissory notes issued to related parties.


                                       8
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(Expressed in United States Dollars)
(Unaudited)
================================================================================

4.       RELATED PARTY TRANSACTIONS (cont'd...)

         b) The Company received a loan in the amount of $25,000 in Canadian
         funds from a director. The Company issued a Promissory Note to the
         Director. Interest shall accrue and be payable on the outstanding
         principal at the rate of 6% per annum, payable monthly. The term of the
         Promissory Note is one year, expiring on June 11, 2004. The loan is not
         secured. During the current period, the Company has paid to the
         Director, principal and interest in the amount of $4,643.

         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.

5.       CAPITAL STOCK

         WARRANTS
<TABLE>
<CAPTION>
         ====================================================================================
                                                                Six Months Ended  Year Ended
                                                                   September 30,   March 31,
                                                                            2003        2003
         ------------------------------------------------------------------------------------
<S>                                                                   <C>          <C>
         Balance, beginning of the period                             1,112,000    1,112,000
             Expired during the period                                  372,000           --
                                                                      ---------    ---------
         Balance, end of the period                                     740,000    1,112,000
         ====================================================================================
</TABLE>

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

6.       STOCK-BASED COMPENSATION EXPENSE

         Following is a summary of the stock option activity:

<TABLE>
<CAPTION>
         ===================================================================================
                                                Six Months Ended        Six Months Ended
                                               September 30, 2003      September 30, 2002
                                             ---------------------    --------------------
                                                         Weighted                   Weighted
                                                          Average                    Average
                                              Number     Exercise      Number       Exercise
                                             of Shares      Price     of Shares        Price
         -----------------------------------------------------------------------------------
         <S>                                   <C>      <C>           <C>          <C>
        Outstanding, beginning of Period       530,000  $    0.43     1,117,000    $    0.30
            Granted                             50,000       0.10        50,000         0.20
            Forfeited                         (120,000)      0.30      (575,000)        0.13
            Exercised                               --                       --
                                              --------                 --------
        Outstanding, end of Period             460,000  $    0.43       592,000    $    0.46
        ====================================================================================
</TABLE>


                                       9
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 (Expressed in
United States Dollars)
(Unaudited)
================================================================================

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

         Following is a summary of the status of stock options outstanding at
         September 30, 2003:

<TABLE>
<CAPTION>
                                Outstanding Options               Exercisable Options
                                -------------------               -------------------
                                      Remaining
                        Number of   Contractual      Exercise    Number of   Exercise
         Exercise Price    Shares  Life (Years)         Price       Shares      Price
         ----------------------------------------------------------------------------
         <S>               <C>             <C>        <C>          <C>       <C>
         $ 1.00            10,000          0.01        $ 1.00       10,000    $  1.00
           0.40            25,000          0.27          0.40       25,000       0.40
           0.30            25,000          0.47          0.30       25,000       0.30
           0.30            10,000          0.50          0.30       10,000       0.30
           0.20           150,000          0.52          0.20      150,000       0.20
           0.30            15,000          0.75          0.30       15,000       0.30
           0.30           100,000          1.10          0.30      100,000       0.30
           0.20            50,000          1.95          0.20       50,000       0.20
           0.10            25,000          2.83          0.10       25,000       0.10
           0.10            25,000          2.83          0.10       25,000       0.10
           3.50            25,000          6.42          3.50       25,000       3.50
                          -------                                  -------
         Total            460,000                                  460,000
                          =======                                  =======
</TABLE>


         COMPENSATION

         During the six months ended September 30, 2003, there were 25,000 stock
         options issued to employees.
<TABLE>
<CAPTION>
         ================================================================================
                                                     Six Months Ended   Six Months Ended
                                                        September 30,      September 30,
                                                                 2003               2002
         --------------------------------------------------------------------------------
          <S>                                             <C>                <C>
         NET LOSS

             As reported                                   $  (48,740)        $ (251,734)
                                                           ===========        ===========
             Pro forma                                     $  (48,740)        $ (251,734)
                                                           ===========        ===========
         BASIC AND DILUTED LOSS PER COMMON SHARE
             As reported                                   $    (0.00)        $    (0.02)
                                                           ===========        ===========
             Pro forma                                     $    (0.00)        $    (0.02)
         ===============================================================================
</TABLE>


                                       10
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2003 (Expressed in
United States Dollars)
(Unaudited)
================================================================================

7.       SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

         The following non-cash, investing and financing transactions occurred
         during the six month period ended September 30, 2003:

         a)  The Company issued 500,000 shares of common stock at an agreed
             value of $12,500 for consulting services.

         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.

  8.     SUBSEQUENT EVENT

         Subsequent to September 30, 2003, the Company issued 500,000 shares at
         $0.10 per share pursuant to an offering under Regulation S of the
         Securities Act of 1933, as amended . The proceeds to the Company were
         $50,000.


                                       11
<PAGE>

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

GENERAL

Overview

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

RESULTS OF OPERATIONS

REVENUES. Our revenues were $332,444 for the six month period ended September
30, 2003, compared to revenues of $253,536 for the six month period ended
September 30, 2002. Our revenues for the year ended March 31, 2003 were
$568,517. Our revenues were achieved primarily from webcasting,
teleconferencing, transcription and I.R. Web Page Management services. The
increase in our revenues is due to the increase in our client base and providing
a greater volume of services.

OPERATING EXPENSES. Our operating expenses were $381,256 for the six month
period ended September 30, 2003, compared to operating expenses of $505,319 for
the six months ended September 30, 2002. The decrease in operating expenses is
due to the restructuring of our operations to reduce and eliminate certain
expenses.

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

NET LOSS. Our net loss was $48,740, or $0.00 per share, for the six months ended
September 30, 2003. Our net loss was $251,734, or $0.02 per share, for the six
months ended September 30, 2002. Our reduced net loss reflects our improved
revenues and steps we have taken to reduce our expenses.

LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 2003, we had current assets of $128,767, substantially
all of which was accounts receivable. We had cash of $1,984. As of that date, we
had current liabilities of $399,027, including accounts payable of $157,473.
While we believe our recent restructuring of our expenses


                                       12
<PAGE>

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 well as from the possible sale of equity securities. There
can be no assurance that any additional capital can be raised or, if equity
securities are sold, the terms of any such transaction. While our intention is
to fund our activities out of our revenues and not rely on raising additional
capital for that purpose, there can be no assurance that we will be successful
in that regard.

         Subject to the availability of sufficient funds, we currently intend to
pursue the following Plan of Operations during the six months ended March 31,
2004:

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

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

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

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

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

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

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

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

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


                                       13
<PAGE>

            o   Our operating expenses will continue to increase as we expand
                the technical capabilities of our software and services.

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

         In the event the above expectations are not fulfilled, our Plan of
Operation may not be realized and we may have to make changes to our Plans.

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

          With the exception of historical matters, the matters discussed in
this Report are "forward-looking statements" as defined under the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended, that
involve risks and uncertainties. Forward-looking statements made herein include,
but are not limited to, the statements in this Report regarding our plans and
objectives for our future operations, including plans or objectives relating to
our intentions to provide webcasting and teleconferencing services, streaming
media technology and Web-based tools to create, develop and offer financial news
and information, and other content through the Internet and other dissemination
services and products or services, our plans and objectives regarding revenues
and expenses in future periods, our needs for capital expenditures, research and
development, our ability to maintain our competitive position, our plans and
objectives and needs to raise additional capital, the terms on which such
capital can be raised, the period over which any capital available currently to
us or raised in the future will be sufficient to meet our current or future
levels of operating and other expenses, and our plans regarding the uses of that
capital, as well as any other prospective financial information concerning us.
Forward-looking statements made in this Report include the assumptions made by
management and management's expectations as to the future growth and business
direction of the publication of corporate financial information over the
Internet, e-commerce through the facilities of the Internet and the role of
video and audio production, Internet news broadcasting and websites in the
distribution of financial and securities market sensitive information. They also
include our beliefs as to our ability to compete successfully and maintain our
technological position relative to other providers of streaming media and
Web-based communication services. They also include our beliefs as to the
willingness of public reporting issuers of securities to use our services for
webcasting and teleconferencing and to broadcast corporate news and information
on the Internet and for us to derive material revenues from providing this
service. We cannot assure you that our assumptions and expectations in this
regard or our views as to the commercial viability of our business plans
discussed herein will prove to be accurate. Likewise, we cannot assure you that
we will be successful in growing our user and customer base as we plan,
attracting companies to use our Internet-based communication services for the
dissemination of their news information, realizing material amounts of
webcasting or other revenues, achieving any commercial advantage relative to
other financial news dissemination media companies or raising the additional
capital required to support our operations or the terms and conditions on which
such capital can be raised. Our ability to realize revenues and raise additional
capital from the business plans discussed herein cannot be assured. If our
assumptions are incorrect or our webcasting or other growth plans or plans to
realize revenues or raise additional capital fail to materialize, we may be
unsuccessful in developing as a viable business enterprise. Under such
circumstance your entire investment will be in jeopardy and may be lost. Our
business plan has evolved over time, and we expect that our plans will evolve
further in the future. Our inability to meet our goals and objectives or the
consequences to us from adverse developments in general economic or capital
market conditions and our inability to raise additional capital could have a
material adverse effect on us. We caution you that various risk factors
accompany those forward looking statements and are described, among other
places, under the caption "Risk Factors" herein, beginning on page 16. They are
also described in our Annual Reports on Form 10KSB, Quarterly Reports on Form
10-QSB, and our Current Reports on Form 8-K. These risk factors could cause our
operating results, financial condition and ability to fulfill our plans to
differ


                                       14
<PAGE>

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, 2003 are
$1,264,105. Our total losses since inception through September 30, 2003 are
$3,252,081. An investor must consider the risks, expenses and difficulties
frequently encountered by companies such as ours with a limited history of
operations and revenues. Our business plan has evolved over time and therefore,
we experience additional risks resulting from the changes we make in our
business plan. As changes in the industry further develop, we may need to make
further changes to our business plan. We cannot assure you that we will be
successful in addressing the risks we confront. We cannot assure you that our
revenue will grow sufficiently to assure our future success. We must increase
our revenues in order to continue our operations. New companies, such as ours,
experience expenses, difficulties and unforeseen problems that create a higher
risk of business failure. If we are not successful in overcoming these expenses
and difficulties, our business may fail.

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

         The report of our independent auditors on their audit of our financial
statements as of March 31, 2003 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, 2003 we had current assets of
$128,767 and current liabilities of $399,027, including accounts payable of
$157,473. During the second quarter of the fiscal year ended March 31, 2003, we
restructured our operations to reduce and eliminate certain expenses. These
restructuring activities continued into the third quarter. While we believe that
with the completion of this restructuring we will be able to support our
operations out of our cash flow, there can be no assurance that these
expectations will materialize. We expect to continue, as opportunities arise, to
seek to raise additional capital through the sale of equity securities. We are
unable to state whether we will be able to raise any additional capital from
such sources or the terms on which it may be raised. The sale of our equity
securities may dilute the interests of our existing stockholders.

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


                                       15
<PAGE>

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

POSSIBLE INABILITY TO IMPLEMENT OUR BUSINESS STRATEGY

Our business strategy includes increasing our revenues from the
teleconferencing, webcasting, transcription and I.R. Web Page industry. To
achieve our business objective, we believe we must:

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

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

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

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

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

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

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, transcription and I.R. Web
Page Management services to corporate clients throughout North America. If we
are not able to generate material revenues from these activities or if the
revenues generated do not exceed the operating costs of our business, then our
business will not be profitable and our business may fail.


                                       16
<PAGE>

ANTICIPATED LOSSES IN FUTURE PERIODS

         During the six month and three month periods ended September 30, 2003,
we incurred a losses of $48,740 and $22,731, respectively, on revenues of
$332,444 and $170,690, respectively. We expect that our operating expenses will
increase as we implement our business and marketing strategy due to the
following factors:

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

            o   We expect our operating expenses will continue to increase as we
                expand the technical capabilities of our products and services
                to meet competition.

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

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

DEPENDENCE ON WEBCASTING AND TELECONFERENCING REVENUE

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

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

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

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


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

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

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


                                       17
<PAGE>

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.

BRIEF TENURE OF MANAGEMENT; DEPENDENCE ON KEY PERSONNEL

         To effectively manage growth, we must establish, implement and improve
operational, financial and management information systems and expand, train and
manage our employee base. Our development is and will continue to be
substantially dependent on the abilities and performance of our executive
officers and other key employees. The loss of the services of any of our
executive officers or other key employees could have a material adverse effect
on our prospects, business development, and results of operations and financial
condition. Competition for senior management, experienced


                                       18
<PAGE>

sales and marketing personnel, qualified Web engineers and other employees is
and is expected to continue to be intense. There can be no assurance that we
will be successful in attracting and retaining such personnel. There can be no
assurance that we may not experience difficulty from time to time in hiring and
retaining the personnel necessary to support the growth of our business. Our
failure to successfully manage our personnel requirements would have a material
adverse effect on our business, results of operations and financial condition.

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

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

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

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

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

         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.


                                       19
<PAGE>

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

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

DEPENDENCE ON LICENSED TECHNOLOGY

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

RAPID TECHNOLOGICAL CHANGE

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

NEW SERVICE RISKS

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

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


                                       20
<PAGE>

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

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

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


                                       21
<PAGE>

based on the nature, content, publication and distribution of these materials.
Claims may be asserted against us for errors or omissions in the financial and
other information disseminated by use of our services by the companies that are
our customers.

         In addition, the increased attention focused upon liability issues as a
result of these lawsuits and legislative proposals could impact the overall
growth of Internet use and our services. We could also be exposed to liability
with respect to the offering of third party content that may be accessible
through our services.

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

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

RELIANCE ON INTELLECTUAL PROPERTY RIGHTS

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

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

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

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

         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.


                                       22
<PAGE>

         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 32.2%, excluding shares
issuable on conversion of debentures they own, of our outstanding shares of
Common Stock. As a result, such persons could elect all the members of our
Board. Such persons could also control those actions requiring the approval of
the holders of a majority of our voting stock, including amendments to our
Articles of Incorporation and any business combinations. Such persons
concentration of ownership could prevent a change in control of our company that
might otherwise be beneficial to stockholders.

              RISKS APPLICABLE TO THE MARKET FOR OUR COMMON STOCK

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

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

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

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

ITEM 3.  CONTROLS AND PROCEDURES

         Under the supervision and with the participation of our management,
including Brian Kathler, our President and chief financial officer, we have
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this report, and, based on the evaluation, Mr.
Kathler has concluded that these controls and procedures are effective. There
were no


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<PAGE>

significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.

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

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

During the quarter ended September 30, 2003, the Company issued 500,000 shares
of Common Stock without registration under the Securities Act of 1933, as
amended. The shares were issued to Mr. John Logan for sales consulting services
rendered to the Company.

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

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

         (a)      Exhibits

                  Exhibit Number    Description
                  --------------    -----------
                       99.1
                       31.1         Certification of President, Chief Executive
                                    and Chief Financial Officer Pursuant to Rule
                                    13a-14(a)
                       32.1         Certification of President and Chief
                                    Executive Officer Pursuant to Section 1350
                                    (furnished, not filed)
                       32.2         Certification of Chief Financial Officer
                                    Pursuant to Section 1350 (furnished, not
                                    filed)

         (b)      Reports on Form 8-K

                  The Registrant did not file any current reports on Form 8-K
                  during the quarter ended September 30, 2003..

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<PAGE>

                                   SIGNATURES

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

Date:    November 10, 2003               By:  /s/ Brian Kathler
                                              --------------------------
                                              President
                                              (Principal Executive Officer and
                                              Principal Accounting Officer)


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