<PAGE>



                               UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB

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

For the quarterly period ended JUNE 30, 2005

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

         For the transition period from              to
                                        -------------   ---------------

         Commission File Number 0-26535

                            VIAVID BROADCASTING, INC.

        (Exact name of Small Business Issuer as specified in its charter)


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

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

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

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



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

                                                             Outstanding as of
                           Class                             August 8, 2005
                           ------------------------          ---------------
                           Common Stock                      14,988,000 shares





<PAGE>



                                TABLE OF CONTENTS


ITEM                                                                    PAGE NO.

                                     PART I

Item 1.  Financial Statements                                           3 - 11

Item 2.  Management's Discussion and Analysis of Financial             12 - 23
  Condition and Results of Operations

Item 3.  Controls and Procedures                                            23


                                     PART II

Item 6.  Exhibits                                                       23 - 28



                                       2
<PAGE>




                          PART 1 FINANCIAL INFORMATION



ITEM 1.           FINANCIAL STATEMENTS

GENERAL

The Company's unaudited financial statements for the three months ended June 30,
2005 are included with this Form 10-QSB. The unaudited financial statements for
the three months ended June 30, 2005, include:

(a)      Consolidated Balance Sheets as of June 30, 2005 ("unaudited") and March
         31, 2005 ("audited");

(b)      Consolidated Statements of Operations and Comprehensive Loss - Three
         months ended June 30, 2005 and three months ended June 30, 2004;

(c)      Consolidated Statement of Stockholders' Equity (Deficiency) for the
         period ending June 30, 2005;

(d)      Consolidated Statements of Cash Flows - Three months ended June 30,
         2005 and three months ended June 30, 2004;

(e)      Notes to Consolidated Financial Statements.

The unaudited financial statements have been prepared in accordance with the
instructions to Form 10-QSB and, therefore, do not include all information and
footnotes necessary for a complete presentation of the financial position,
results of operations, cash flows, and stockholders' equity in conformity with
generally accepted accounting principles. In the opinion of management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature. Operating results for the three months ended
June 30, 2005 are not necessarily indicative of the results that can be expected
for the year ending March 31, 2006.







                                       3
<PAGE>














                            VIAVID BROADCASTING INC.


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

                                  JUNE 30, 2005























                                       4
<PAGE>


VIAVID BROADCASTING INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
(unaudited)
<TABLE>
<CAPTION>

========================================================================================= ================= =================
                                                                                            Three Months       Year Ended
                                                                                           Ended June 30,      March 31,
                                                                                                2005              2005
----------------------------------------------------------------------------------------- ----------------- -----------------


<S>                                                                                       <C>               <C>
ASSETS

CURRENT
    Cash and cash equivalents                                                             $        24,493   $        52,995
    Short-term investments                                                                            197               197
    Accounts receivable                                                                           294,667           272,424
                                                                                          ----------------- -----------------

    Total current assets                                                                          319,357           325,616

PROPERTY AND EQUIPMENT                                                                             61,742            59,751
                                                                                          ----------------- -----------------

TOTAL ASSETS                                                                              $       381,099   $       385,367
========================================================================================= ================= =================



LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT
    Accounts payable and accrued liabilities                                              $       287,324   $       256,857
    Due to related parties                                                                        463,065           489,144
                                                                                          ----------------- -----------------

    Total current liabilities                                                                     750,389           746,001
                                                                                          ----------------- -----------------

COMMITMENTS (NOTE 7)

STOCKHOLDERS' DEFICIENCY
    Capital stock
       Authorized
             25,000,000 common voting stock with a par value
                of $0.001 per share
       Issued
             14,988,000 common stock (14,988,000 at March 31, 2005)                                14,988            14,988

    Additional paid-in capital                                                                  3,147,736         3,147,736
    Deficit                                                                                    (3,467,403)       (3,452,965)
    Accumulated other comprehensive loss                                                          (64,611)          (70,393)
                                                                                          ----------------- -----------------

    Total stockholders' deficiency                                                               (369,290)         (360,634)
                                                                                          ----------------- -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                            $       381,099   $       385,367
========================================================================================= ================= =================
</TABLE>


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


                                       5
<PAGE>

VIAVID BROADCASTING INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
<CAPTION>

======================================================================================= ==================== ====================
                                                                                        Three Months Ended   Three Months Ended
                                                                                             June 30,           June 30, 2004
                                                                                               2005
--------------------------------------------------------------------------------------- -------------------- --------------------


<S>                                                                                     <C>                   <C>
REVENUE
    Teleconferencing, webcasting and transcription income                               $          318,176     $     223,415
                                                                                        -------------------- --------------------

EXPENSES
    Amortization                                                                                     5,094             5,244
    Conference calls                                                                               143,064           111,568
    Consulting                                                                                      82,361            68,257
    Interest                                                                                             -             1,180
    Office and miscellaneous                                                                        63,379            40,376
    Professional fees                                                                               13,419            15,221
    Rent                                                                                             8,440             3,678
    Salaries and benefits                                                                           15,791            19,410
    Travel and promotion                                                                             1,284               104
                                                                                        -------------------- --------------------

                                                                                                   332,832           265,038
                                                                                        -------------------- --------------------


LOSS BEFORE OTHER ITEMS                                                                            (14,656)          (41,623)
                                                                                        -------------------- --------------------

OTHER ITEMS
    Loss on sale of property and equipment                                                              -               (448)
    Interest income                                                                                    218                32
                                                                                        -------------------- --------------------

NET LOSS                                                                                           (14,438)    $     (42,039)

OTHER COMPREHENSIVE INCOME                                                                           5,782            11,441
                                                                                        -------------------- --------------------

COMPREHENSIVE LOSS                                                                      $           (8,656)    $      (30,598)
======================================================================================= ==================== ====================

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

WEIGHTED AVERAGE NUMBER OF SHARES
    OF COMMON STOCK OUTSTANDING                                                                 14,988,000        14,207,065
======================================================================================= ==================== ====================
</TABLE>

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


                                       6
<PAGE>


VIAVID BROADCASTING INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
<CAPTION>
================= ================================ =============== ============== =============== ============= ===================

                          Common Stock
                  --------------------------------
                                                                                                        Accumulated
                                                       Additional    Subscriptions                            Other
                              Number of                   Paid-in      Received in                     Comprehensive
                                 Shares  Amount           Capital          Advance        Deficit               Loss        Total
----------------------- ---------------- ---------- -------------- ---------------- -------------- ----------------- -------------
<S>                          <C>           <C>         <C>                <C>        <C>                <C>           <C>
BALANCE AT
MARCH 31, 2004               13,523,000    $13,523     $3,030,701         $ 79,500   $(3,366,508)       $  (41,953)   $ (284,737)

Net loss                              -          -              -                -       (86,457)                 -      (86,457)

Foreign currency
  translation                         -          -              -                -              -          (28,440)      (28,440)

Shares issued for
  - consulting fees             670,000        670         38,330                -              -                 -        39,000
  - cash                        795,000        795         78,705                -              -                 -        79,500

Subscriptions
  received in
  advance                             -          -              -         (79,500)              -                 -      (79,500)
                        ---------------- ---------- -------------- ---------------- -------------- ----------------- -------------

BALANCE AT MARCH 31,
2005                         14,988,000     14,988      3,147,736                -    (3,452,965)          (70,393)     (360,634)

Net loss                              -          -              -                -       (14,438)                 -      (14,438)

Foreign currency
  translation                         -          -              -                -             -             5,782         5,782
                        ---------------- ---------- -------------- ---------------- -------------- ----------------- -------------

BALANCE AT JUNE 30,
2005                         14,988,000    $14,988     $3,147,736          $     -   $(3,467,403)        $ (64,611)   $ (369,290)
======================= ================ ========== ============== ================ ============== ================= =============
</TABLE>


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


                                       7
<PAGE>


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

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

                                                                                      Three Months Ended  Three Months Ended
                                                                                           June 30,           June 30,
                                                                                             2005               2004
------------------------------------------------------------------------------------- ------------------ -------------------
<S>                                                                                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                          $       (14,438)   $       (42,039)
    Items not affecting cash:
       Amortization                                                                             5,094              5,244
       Foreign exchange loss                                                                    5,782             11,441
       Loss on sale of property and equipment                                                       -                448

    Changes in non-cash working capital items:
       (Increase) decrease in accounts receivable                                             (22,243)             6,233
       Increase (decrease) in accounts payable and accrued liabilities                         30,467            (14,711)
                                                                                      ------------------ -------------------

    Net cash provided by (used in) operating activities                                         4,662            (33,384)
                                                                                      ------------------ -------------------


CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of property and equipment                                                      (7,085)            (4,279)
    Proceeds from sale of property and equipment                                                    -                288
                                                                                      ------------------ -------------------

    Net cash (used in) investing activities                                                    (7,085)            (3,991)
                                                                                      ------------------ -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from shares issued                                                                     -             81,500
    Subscriptions received in advance                                                               -            (79,500)
    Repayment of loans from related parties                                                   (26,079)            11,130
                                                                                      ------------------ -------------------
    Net cash provided by financing activities                                                 (26,079)            13,130
                                                                                      ------------------ -------------------

CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD                                            (28,502)           (24,245)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                 52,995             44,524
                                                                                      ------------------ -------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                              $        24,493    $        20,279
===================================================================================== ================== ===================
</TABLE>

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 8)

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


                                       8
<PAGE>


VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
(Expressed in United States Dollars)
(Unaudited)
================================================================================



1.       NATURE OF OPERATIONS

         ViaVid Broadcasting Inc., a Nevada corporation, was incorporated on
         January 20, 1999. The Company is engaged in providing webcasting,
         teleconferencing and transcription services to corporate clients
         throughout North America.


2.       GOING CONCERN

         As at June 30, 2005, the Company has an accumulated deficit of
         $3,467,403 and a working capital deficiency of $431,032. 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. 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, 2005.

4.       CORRECTION OF AN ERROR

         Subsequent to the period ended June 30, 2004, the Company noted an
         error and corrected it recognizing stock-based compensation expenses as
         incurred. The overall effect of the restatement on the consolidated
         financial statements for the year ended March 31, 2004 is that
         Additional Paid-in Capital and Deficit were increased to $3,030,701 and
         $3,366,508 respectively, to correct the error to expensing stock-based
         compensation expenses of $18,583.



                                       9
<PAGE>


VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
(Expressed in United States Dollars)
(Unaudited)
================================================================================



5.       RELATED PARTY TRANSACTIONS

         The Company entered into the following transactions with related
         parties:

         a)       Paid or accrued consulting fees in the amount of $72,344 (2004
                  - $66,201) to three directors of the Company.

         b)       During the fiscal year ended March 31, 2002, the Company
                  issued three 3% convertible promissory notes of $50,000 each
                  for a total debt of $150,000 to related parties. During the
                  year ended March 31, 2005, the Company accrued interest
                  payable in the amount of $3,375 (2004 - $4,500). At maturity
                  on December 31, 2004, the convertible promissory notes were
                  surrendered to the Company for cancellation and the note
                  holders remain general unsecured creditors of the Company and
                  the obligation has no maturity date and bears no interest.

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

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

6.       STOCK-BASED COMPENSATION EXPENSE

         Following is a summary of the stock option activities:
<TABLE>
<CAPTION>

================================================== =============================== ===============================
                                                         Three months ended              Three months ended
                                                           June 30, 2005                   June 30, 2004
                                                   ------------------------------- -------------------------------
                                                                         Weighted                        Weighted
                                                                          Average                         Average
                                                           Number        Exercise          Number        Exercise
                                                        of Shares           Price       of Shares           Price
-------------------------------------------------- --------------- --------------- --------------- ---------------

<S>                                                  <C>           <C>                    <C>      <C>
Outstanding, beginning of the period                      150,000  $         0.72         540,000  $         0.37
    Granted                                                                    -               -               -
                                                               -
    Forfeited                                                                  -                             0.22
                                                               -                         (250,000)
    Exercised                                                                  -                               -
                                                               -                               -
                                                   ---------------                 ---------------

Outstanding, end of the period                            150,000  $         0.72         290,000  $         0.50
================================================== =============== =============== =============== ===============
</TABLE>


                                       10
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
(Expressed in United States Dollars)
(Unaudited)
================================================================================

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

         Following is a summary of the status of options outstanding at June 30,
2005:
<TABLE>
<CAPTION>

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

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

<S>                                           <C>             <C>             <C>           <C>              <C>
$    0.20                                     50,000          0.19            0.20          50,000           0.20
     0.10                                     25,000          1.08            0.10          25,000           0.10
     0.10                                     25,000          1.27            0.10          25,000           0.10
     0.20                                     25,000          1.71            0.20          25,000           0.20
     3.50                                     25,000          4.67            3.50          25,000           3.50
====================================== ============== ============== =============  =============== ===============
</TABLE>


         COMPENSATION

         During the period ended June 30, 2005, the Company granted NIL (2004 -
         NIL) stock options to consultants and employees and accordingly, the
         stock-based compensation recognized using the Black Scholes Option
         Pricing Model was $NIL (2004 - $NIL).


7.       COMMITMENTS

         The Company has no significant commitments with any parties respecting
         executive compensation, consulting agreements or other matters. Rental
         of Company premises is on a month-to-month basis.


8.       SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

         There were no non-cash, investing and financing transactions during the
quarters ended June 30, 2005 and 2004.


                                       11
<PAGE>


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

GENERAL

Overview

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

RESULTS OF OPERATIONS

REVENUES. Our revenues were $318,176 for the three month period ended June 30,
2005, compared to revenues of $223,415 for the three month period ended June 30,
2004. Our revenues for the year ended March 31, 2005 were $1,023,281. 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 $332,832 for the three month
period ended June 30, 2005, compared to operating expenses of $265,038 for the
three months ended June 30, 2004. The increase in total operating expenses is
due to the additional consultants, staff and outside services required for the
increased workload.

Amortization expense decreased slightly from $5,244 for the quarter ended June
30, 2004 to $5,094 for the quarter ended June 30, 2005 due to a decrease in
assets to amortize.

Our conference calls expense was $143,064 or 43 % compared to $111,568 or 42% of
our total expenses in the quarters ended June 30, 2005 and 2004, respectively,
and 45% and 50% of our revenues for the respective periods. These expenses
relate to the conference call component of our services and can be expected to
continue to constitute one of our largest single expenses. Fluctuations in these
expenses as a percentage of our total expenses are primarily the result of the
amount of conference call services we provide. Our conference call expense
includes our sales and transcription consultants.

Consulting expense increased from $68,257 for the quarter ended June 30, 2004 to
$82,361 for the quarter ended June 30, 2005 due to an increase in management and
public relation fees.

Interest expense was $NIL for the quarter ended June 30, 2005 compared to $1,180
for the quarter ended June 30, 2004 due to the cancellation of the
interest-bearing convertible promissory notes held by three Directors of the
Company.



                                       12
<PAGE>

Office and miscellaneous expense increased from $40,376 for the quarter ended
June 30, 2004 to $63,379 for the quarter ended June 30, 2005 due to additional
software and computer upgrades.

Professional fees decreased slightly from $15,221 for the quarter ended June 30,
2004 to $13,419 for the quarter ended June 30, 2005 due to a decrease of
professional services required.

Rent increased from $3,678 for the quarter ended June 30, 2004 to $8,440 for the
quarter ended June 30, 2005 due to additional rental space required.

Salaries and benefits decreased from $19,410 for the quarter ended June 30, 2004
to $15,791 for the quarter ended June 30, 2005 due to the release of a part-time
salaried employee.

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 $14,438, or $0.00 per share, for the three months
ended June 30, 2005. Our net loss was $42,039, or $0.00 per share, for the three
months ended June 30, 2004.


LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 2005, we had current assets of $319,357, substantially all
of which was accounts receivable. We had cash of $24,493. As of that date, we
had current liabilities of $750,389, including accounts payable and accrued
liabilities of $287,324. During the second quarter of the fiscal year ended
March 31, 2003, we restructured our operations to reduce and eliminate certain
expenses. While we believe our restructuring of our expenses will enable us to
meet these current liabilities out of our cash flow from operations, there can
be no assurance that we will be successful in this regard. To the extent that
this restructuring of our expenses is not sufficient to enable us to meet our
current expenses and current liabilities, our ability to pursue our business
plan will be adversely affected.

         Our liabilities due to related parties were $463,065 as of June 30,
2005 and had decreased from $489,144 as of March 31, 2005. The decrease was due
to Management receiving $26,079 of monies owed.

         We plan on meeting our operating expenses during the year by focusing
on generating revenues through the sales of corporate conference call services
and the sales of Webcasting products, I.R. Web Page services, transcription
services and services related to broadcasts of conference calls, corporate
presentations, annual general meetings and other related meetings. If the
opportunity should arise, we may raise additional capital to meet these
operating expenses through the sale of equity securities. There can be no
assurance that any additional capital can be raised or, if equity securities are
sold, the terms of any such transaction. While our intention is to fund our
activities out of our revenues and not rely on raising additional capital for
that purpose, there can be no assurance that we will be successful in that
regard.

Subject to the availability of sufficient funds, we currently intend to pursue
the following business plan during the 12 months following June 30, 2005.

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


                                       13
<PAGE>

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

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


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

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


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

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

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

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

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

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

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




                                       14
<PAGE>

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 from and raise
additional capital for the business plans discussed herein cannot be assured. If
our assumptions are incorrect or our Webcasting or other growth plans or plans
to realize revenues or raise additional capital fail to materialize, we may be
unsuccessful in developing as a viable business enterprise. Under such
circumstance your entire investment will be in jeopardy and may be lost. Our
business plan has evolved over time, and we expect that our plans will evolve
further in the future. Our inability to meet our goals and objectives or the
consequences to us from adverse developments in general economic or capital
market conditions and our inability to raise additional capital could have a
material adverse effect on us. We caution you that various risk factors
accompany those forward looking statements and are described, among other
places, under the caption "Risk Factors" herein, beginning on page 15. They are
also described in our Annual Reports on Form 10KSB, Quarterly Reports on Form
10-QSB, and our Current Reports on Form 8-K. These risk factors could cause our
operating results, financial condition and ability to fulfill our plans to
differ materially from those expressed in any forward-looking statements made in
this Report and could adversely affect our financial condition and our ability
to pursue our business strategy and plans.

                                  RISK FACTORS

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


                                       15
<PAGE>

                        RISKS APPLICABLE TO OUR BUSINESS

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

         We have had an extremely limited operating history. Our business was
established in January 1999 and we began operations on the Internet in February
1999. Our total revenues since inception through June 30, 2005 are $3,009,482.
Our total losses since inception through June 30, 2005 are $3,379,377. 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, 2005 contains an explanatory paragraph that describes
an uncertainty as to our ability to continue as a going concern due to our
recurring losses and our necessity to obtain additional financing. At June 30,
2005 we had current assets of $319,357 and current liabilities of $750,389,
including accounts payable of $287,324.

         We believe that with the increase in our revenues we are able to
support our operations out of our cash flow. However, there can be no assurance
that these conditions will continue. We expect to continue, as opportunities
arise, to seek to raise additional capital through the sale of equity
securities. We are unable to state whether we will be able to raise any
additional capital from such sources or the terms on which it may be raised. The
sale of our equity securities may dilute the interests of our existing
stockholders.

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

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



                                       16
<PAGE>

AMOUNTS OWING TO OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS

         Our current liabilities include $463,065 due to related parties,
including our President, Brian Kathler, $153,960, our Secretary/Treasurer, Paul
Watkins, $154,493 and a Director, Robert Gamon, $154,612, who are also principal
stockholders of our company, arising out of deferred compensation. These sums
also include $54,125, principal and accrued interest owed to each such persons
at the maturity on December 31, 2004 of our 3% convertible promissory notes that
were cancelled at maturity. These liabilities are an unsecured general liability
of our company without interest or conversion rights or agreed date at which the
liability is to be repaid. There is no interest accruing on this obligation at
this time and there is no understanding or agreement as to repayment of this
debt. Our liabilities due to related parties as of June 30, 2005 decreased from
March 31, 2005 by $26,079 due to management being repaid a portion of the monies
owed. As a consequence of the open nature of these liabilities to our officers
and Directors and the timing when these liabilities are paid in part or fully,
such persons may have interests that are different from the interests of our
company and our other stockholders.


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 limited revenues to date and we are presently not
profitable. Our business and marketing strategy contemplates that we will earn
revenues from providing Webcasting, teleconferencing, transcription and I.R. Web
Page Management services to corporate clients throughout North America. If we
are not able to generate material revenues from these activities or if the
revenues generated do not exceed the operating costs of our business, then our
business will not be profitable and our business may fail.


ANTICIPATED LOSSES IN FUTURE PERIODS

         During the three month periods ended June 30, 2005 and June 30, 2004,
we incurred losses of $8,656 and $30,598, respectively, on revenues of $318,176
and $223,415, respectively. We expect that our operating expenses will increase
as we implement our business and marketing strategy due to the following
factors:



                                       17
<PAGE>

         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.

         While our revenues have been increasing, increases in our operating
expenses may result in us realizing continuing losses for the foreseeable
future.

DEPENDENCE ON WEBCASTING AND TELECONFERENCING REVENUE

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

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

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

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

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

         o        overall usage levels of our services,

         o        the amount and timing of our capital expenditures,

         o        costs relating to the expansion of our operations,

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

         o        costs relating to technical difficulties or system downtime.

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

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

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


                                       18
<PAGE>

         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, 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 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.



                                       19
<PAGE>

         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 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.

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.



                                       20
<PAGE>

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.


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

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

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

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

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



                                       21
<PAGE>

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 42% of our outstanding
shares of Common Stock. As a result, such persons can be expected to be able to
elect all the members of our Board and vote to adopt other proposals requiring
the favourable vote of a majority of the shares voted at a meeting of
stockholders. Such persons could also control the outcome of those actions
requiring the approval of the holders 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.


                                       22
<PAGE>

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

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

ITEM 3.  CONTROLS AND PROCEDURES

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

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

                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS

 Exhibit Number   Description


         31.1     Certification of President and Chief Executive Officer
                  Pursuant to Rule 13a-14(a)

         31.2     Certification of Chief Financial Officer Pursuant to Rule
                  13a-14(a)

         32.1     Certification of President and Chief Executive Officer
                  Pursuant to Section 1350 (furnished, not filed)

         32.2     Certification of Chief Financial Officer Pursuant to Section
                  1350 (furnished, not filed)



                                       23
<PAGE>



                                   SIGNATURES

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

Date:    August 13, 2005                  By:
                                               /s/ Brian Kathler
                                               --------------------------
                                               President
                                               (Principal Executive Officer and
                                               Principal Accounting Officer)





                                       24