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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended December 31, 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 000-26535 ______________________________

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 or organization)  | Identification No.)

11483 Wellington Crescent, Surrey, British Columbia V3R 9H1(Address of principal executive offices)

(604) 588-8146 (Issuers telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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     Yes                     No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes                      No

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

|                               |  |                                                 
|------------------------------ |  | ------------------------------------------------
|Class                          |  | Number of Shares Outstanding at January 31, 2006
|                               |  |                                                 
|Common Stock, $0.001 par value |  | 14,988,000                                      

Transitional Small Business Disclosure Format (check one):     Yes                     No

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VIAVID BROADCASTING, INC.FORM 10-QSB

Table of Contents

|        |                                                           |         
|------- | --------------------------------------------------------- | --------
|Item    |                                                           | Page No.
|        | PART I                   FINANCIAL INFORMATION            |         
|Item 1. | Financial Statements                                      | 2       
|Item 2. | Managements Discussion and Analysis or Plan of Operation | 9       
|Item 3. | Controls and Procedures                                   | 20      
|       
|        | PART II                       OTHER INFORMATION           |         
|Item 6. | Exhibits                                                  | 21      







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Table of Contents

VIAVID BROADCASTING INC.CONDENSED BALANCE SHEETS 
(Expressed in United States Dollars)
(unaudited)

|                                                                              |  |   |  |              |  |   |  |            
|----------------------------------------------------------------------------- |  | - |  | ------------ |  | - |  | -----------
|                                                                             
|                                                                              |  |   |  | December 31, |  |   |  | March 31,  
|                                                                              |  |   |  | 2005         |  |   |  | 2005       
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|ASSETS                                                                        |  |   |  |              |  |   |  |            
|                                                                             
|Current                                                                       |  |   |  |              |  |   |  |            
|Cash and cash equivalents                                                     |  | $ |  | 28,922       |  | $ |  | 52,995     
|Short-term investments                                                        |  |   |  | 197          |  |   |  | 197        
|Accounts receivable                                                           |  |   |  | 365,595      |  |   |  | 272,424    
|                                                                              | 
|                                                                             
|Total current assets                                                          |  |   |  | 394,714      |  |   |  | 325,616    
|                                                                             
|Property and equipment                                                        |  |   |  | 60,097       |  |   |  | 59,751     
|                                                                              | 
|                                                                             
|Total assets                                                                  |  | $ |  | 454,811      |  | $ |  | 385,367    
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                      |  |   |  |              |  |   |  |            
|                                                                             
|Current                                                                       |  |   |  |              |  |   |  |            
|Accounts payable and accrued liabilities                                      |  | $ |  | 392,081      |  | $ |  | 256,857    
|Due to related parties                                                        |  |   |  | 460,876      |  |   |  | 489,144    
|                                                                              | 
|                                                                             
|Total current liabilities                                                     |  |   |  | 852,957      |  |   |  | 746,001    
|                                                                              | 
|                                                                             
|Stockholders' deficiency                                                      |  |   |  |              |  |   |  |            
|Capital stock                                                                 |  |   |  |              |  |   |  |            
|Authorized                                                                    |  |   |  |              |  |   |  |            
|25,000,000 common voting stock with a par value of $0.001 per share           |  |   |  |              |  |   |  |            
|Issued and outstanding                                                        |  |   |  |              |  |   |  |            
|14,988,000 common stock (14,988,000 at December 31, 2005 and March  31, 2005) |  |   |  | 14,988       |  |   |  | 14,988     
|                                                                              |  |   |  |              |  |   |  |            
|                                                                             
|Additional paid-in capital                                                    |  |   |  | 3,147,736    |  |   |  | 3,147,736  
|Deficit                                                                       |  |   |  | (3,470,254)  |  |   |  | (3,452,965)
|Accumulated other comprehensive loss                                          |  |   |  | (90,616)     |  |   |  | (70,393)   
|                                                                              | 
|                                                                             
|Total stockholders' deficiency                                                |  |   |  | (398,146)    |  |   |  | (360,634)  
|                                                                              | 
|                                                                             
|Total liabilities and stockholders' deficiency                                |  | $ |  | 454,811      |  | $ |  | 385,367    
|                                                                             

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

2

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Table of Contents

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

|                                  |  |   |  |              |  |   |  |              |  |   |  |              |  |   |  |             
|--------------------------------- |  | - |  | ------------ |  | - |  | ------------ |  | - |  | ------------ |  | - |  | ------------
|                                 
|                                  |  |   |  | Three Months |  |   |  | Three Months |  |   |  | Nine Months  |  |   |  | Nine Months 
|                                  |  |   |  | Ended        |  |   |  | Ended        |  |   |  | Ended        |  |   |  | Ended       
|                                  |  |   |  | December 31, |  |   |  | December 31, |  |   |  | December 31, |  |   |  | December 31,
|                                  |  |   |  | 2005         |  |   |  | 2004         |  |   |  | 2005         |  |   |  | 2004        
|                                 
|                                 
|REVENUE                           |  |   |  |              |  |   |  |              |  |   |  |              |  |   |  |             
|Income                            |  | $ |  | 355,165      |  | $ |  | 258,732      |  | $ |  | 1,004,115    |  | $ |  | 739,128     
|                                  |  |   |  |              |  |   |  |             
|                                 
|EXPENSES                          |  |   |  |              |  |   |  |              |  |   |  |              |  |   |  |             
|Amortization                      |  |   |  | 5,594        |  |   |  | 5,804        |  |   |  | 16,040       |  |   |  | 16,642      
|Conference calls                  |  |   |  | 174,002      |  |   |  | 138,231      |  |   |  | 452,700      |  |   |  | 353,547     
|Consulting                        |  |   |  | 76,977       |  |   |  | 51,525       |  |   |  | 245,684      |  |   |  | 210,451     
|Interest                          |  |   |  | -            |  |   |  | 1,126        |  |   |  | -            |  |   |  | 3,433       
|Office and miscellaneous          |  |   |  | 53,364       |  |   |  | 41,649       |  |   |  | 177,653      |  |   |  | 128,954     
|Professional fees                 |  |   |  | 13,285       |  |   |  | 5,717        |  |   |  | 49,431       |  |   |  | 38,904      
|Rent                              |  |   |  | 8,939        |  |   |  | 4,869        |  |   |  | 26,114       |  |   |  | 13,119      
|Salaries and benefits             |  |   |  | 17,820       |  |   |  | 16,929       |  |   |  | 51,370       |  |   |  | 54,326      
|Travel and promotion              |  |   |  | 1,359        |  |   |  | 1,933        |  |   |  | 3,191        |  |   |  | 4,634       
|                                  |  |   |  |              |  |   |  |             
|                                 
|                                  |  |   |  | 351,340      |  |   |  | 267,783      |  |   |  | 1,022,183    |  |   |  | 824,010     
|                                  |  |   |  |              |  |   |  |             
|                                 
|Income (Loss) before other items  |  |   |  | 3,825        |  |   |  | (9,051)      |  |   |  | (18,068)     |  |   |  | (84,882)    
|                                 
|OTHER ITEMS                       |  |   |  |              |  |   |  |              |  |   |  |              |  |   |  |             
|Gain on sale of property and      |  |   |  | -            |  |   |  | 913          |  |   |  | -            |  |   |  | 456         
|equipment                         |  |   |  |              |  |   |  |              |  |   |  |              |  |   |  |             
|Interest income                   |  |   |  | 256          |  |   |  | 103          |  |   |  | 779          |  |   |  | 200         
|                                  |  |   |  |              |  |   |  |             
|                                 
|Net income (loss)                 |  |   |  | 4,081        |  |   |  | (8,035)      |  |   |  | (17,289)     |  |   |  | (84,226)    
|                                 
|Other comprehensive loss          |  |   |  | (5,081)      |  |   |  | (17,475)     |  |   |  | (20,223)     |  |   |  | (23,859)    
|                                  |  |   |  |              |  |   |  |             
|                                 
|Comprehensive income (loss)       |  | $ |  | (1,000)      |  | $ |  | (25,510)     |  | $ |  | (37,512)     |  | $ |  | (108,085)   
|                                 
|                                 
|Basic and diluted loss per common |  |   |  |              |  |   |  |              |  |   |  |              |  |   |  |             
|share                             |  | $ |  | (0.00)       |  | $ |  | (0.00)       |  | $ |  | (0.00)       |  | $ |  | (0.00)      
|                                 
|                                 
|Weighted average number of        |  |   |  |              |  |   |  |              |  |   |  |              |  |   |  |             
|shares of common stock            |  |   |  |              |  |   |  |              |  |   |  |              |  |   |  |             
|outstanding                       |  |   |  | 14,988,000   |  |   |  | 14,838,000   |  |   |  | 14,988,000   |  |   |  | 14,587,437  
|                                 

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

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

|                                         | Common Stock          |         |                                   |                                         |              |                                           
|---------------------------------------- | --------------------- | ------- | --------------------------------- | --------------------------------------- | ------------ | ------------------------------------------
|                                         | Number of 
    Shares | Amount  | Additional   Paid-in 
    Capital | Subscriptions   Received in
    Advance | Deficit      | Accumulated   Other   Comprehensive   Loss
|Balance atMarch 31, 2004                 | 13,523,000            | $13,523 | $3,030,701                        | $ 79,500                                | $(3,366,508) | $ (41,953)                                
|                                         |                       |         |                                   |                                         |              |                                           
|Net loss                                 | -                     | -       | -                                 | -                                       | (86,457)     | -                                         
|                                         |                       |         |                                   |                                         |              |                                           
|Foreign currency   translation           | -                     | -       | -                                 | -                                       | -            | (28,440)                                  
|                                         |                       |         |                                   |                                         |              |                                           
|Shares issued for                        |                       |         |                                   |                                         |              |                                           
|- consulting fees                        | 670,000               | 670     | 38,330                            | -                                       | -            | -                                         
|- cash                                   | 795,000               | 795     | 78,705                            | -                                       | -            | -                                         
|                                         |                       |         |                                   |                                         |              |                                           
|Subscriptions
     received in   advance | -                     | -       | -                                 | (79,500)                                | -            | -                                         
|                                         |                       |         |                                   |                                         |              |                                           
|Balance at March   31, 2005              | 14,988,000            | 14,988  | 3,147,736                         | -                                       | (3,452,965)  | (70,393)                                  
|                                         |                       |         |                                   |                                         |              |                                           
|Net loss                                 | -                     | -       | -                                 | -                                       | (17,289)     | -                                         
|                                         |                       |         |                                   |                                         |              |                                           
|Foreign currency    translation          | -                     | -       | -                                 | -                                       | -            | (20,223)                                  
|                                         |                       |         |                                   |                                         |              |                                           
|Balance at
    December 31, 2005         | 14,988,000            | $14,988 | $3,147,736                        | -                                       | $(3,470,254) | $ (90,616)                                

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

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

|                                                                |                   |                   |  |          |  |   |  |         
|--------------------------------------------------------------- | ----------------- | ----------------- |  | -------- |  | - |  | --------
|                                                               
|                                                                | Nine Months Ended | Nine Months Ended
|                                                                | December 31,      | December 31,     
|                                                                | 2005              | 2004             
|                                                               
|                                                               
|                                                               
|                                                               
|NET CASH FLOWS FROM OPERATING ACTIVITIES                        |                   |                   |  |          |  |   |  |         
|Net loss for the period                                         |                   | $                 |  | (17,289) |  | $ |  | (84,226)
|Items not affecting cash:                                       |                   |                   |  |          |  |   |  |         
|Amortization                                                    |                   |                   |  | 16,040   |  |   |  | 16,642  
|Foreign exchange gain (loss)                                    |                   |                   |  | (20,223) |  |   |  | (23,859)
|Gain on sale of property and equipment                          |                   |                   |  | -        |  |   |  | (456)   
|Consulting fees                                                 |                   |                   |  | -        |  |   |  | 27,000  
|                                                               
|Changes in non-cash working capital items:                      |                   |                   |  |          |  |   |  |         
|(Increase) in accounts receivable                               |                   |                   |  | (93,171) |  |   |  | (36,504)
|Increase (Decrease) in accounts payable and accrued liabilities |                   |                   |  | 135,224  |  |   |  | 51,538  
|                                                                |                   |                   |  |         
|                                                               
|Net cash provided by (used in) operating activities             |                   |                   |  | 20,581   |  |   |  | (49,865)
|                                                                |                   |                   |  |         
|                                                               
|                                                               
|CASH FLOWS FROM INVESTING ACTIVITIES                            |                   |                   |  |          |  |   |  |         
|Acquisition of property and equipment                           |                   |                   |  | (16,386) |  |   |  | (11,778)
|Proceeds from sale of property and equipment                    |                   |                   |  | -        |  |   |  | 456     
|                                                                |                   |                   |  |         
|                                                               
|Net cash provided by (used in) investing activities             |                   |                   |  | (16,386) |  |   |  | (11,322)
|                                                                |                   |                   |  |         
|                                                               
|                                                               
|CASH FLOWS FROM FINANCING ACTIVITIES                            |                   |                   |  |          |  |   |  |         
|Proceeds from shares issued                                     |                   |                   |  | -        |  |   |  | 79,500  
|Subscriptions received in advance                               |                   |                   |  | -        |  |   |  | (79,500)
|Loans from related parties                                      |                   |                   |  | (28,268) |  |   |  | 73,255  
|                                                                |                   |                   |  |         
|                                                               
|Net cash provided by (used in) financing activities             |                   |                   |  | (28,268) |  |   |  | 73,255  
|                                                                |                   |                   |  |         
|                                                               
|                                                               
|Change in cash and cash equivalents for the period              |                   |                   |  | (24,073) |  |   |  | 12,068  
|                                                               
|Cash and cash equivalents, beginning of period                  |                   |                   |  | 52,995   |  |   |  | 44,524  
|                                                                |                   |                   |  |         
|                                                               
|Cash and cash equivalents, end of period                        |                   | $                 |  | 28,922   |  | $ |  | 56,592  
|                                                               

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

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VIAVID BROADCASTING INC.NOTES TO THE CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2005 
(Expressed in United States Dollars) 
(Unaudited)

1. 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 consolidated financial statements should
be read in conjunction with the annual consolidated financial statements and the notes thereto for the year ended March 31, 2005.

2. NATURE OF OPERATIONS

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

3. GOING CONCERN

As at December 31, 2005, the Company has an accumulated deficit of $3,470,254 and a working capital deficiency of $458,243. 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 its 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.

4. CORRECTION OF AN ERROR

Subsequent to the period ended June 30, 2004, the Company noted an error and corrected it by 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.

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5. RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related parties:

Paid or accrued consulting fees as follows:

a) $223,843 (2004 - $208,365) 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 on these
notes 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 by the related parties have been determined by negotiation among the related parties and the Company, but are not in every case memorialized in signed agreements. These transactions were
in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties and the Company.

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:

|                                     |  |                   |  |                   |  |          |  |            |  |   |  |         
|------------------------------------ |  | ----------------- |  | ----------------- |  | -------- |  | ---------- |  | - |  | --------
|                                    
|                                     |  | Nine months ended |  | Nine months ended
|                                     |  | December 31, 2005 |  | December 31, 2004
|                                     |  |                   |  |                  
|                                     |  | Number            |  |                   |  | Weighted |  | Number     |  |   |  | Weighted
|                                     |  | of Shares         |  |                   |  | Average  |  | of Shares  |  |   |  | Average 
|                                     |  | Underlying        |  |                   |  | Exercise |  | Underlying |  |   |  | Exercise
|                                     |  | Options           |  |                   |  | Price    |  | Options    |  |   |  | Price   
|                                    
|                                    
|Outstanding, beginning of the period |  | 150,000           |  | $                 |  | 0.72     |  | 540,000    |  | $ |  | 0.37    
|Granted                              |  | -                 |  |                   |  | -        |  | -          |  |   |  | -       
|Forfeited                            |  | (50,000)          |  |                   |  | 0.20     |  | (365,000)  |  |   |  | 0.25    
|Exercised                            |  | -                 |  |                   |  | -        |  | -          |  |   |  | -       
|                                     |  |                   |  |                   |  |          |  |            |  |   |  |         
|                                    
|Outstanding, end of the period       |  | 100,000           |  | $                 |  | 0.98     |  | 175,000    |  | $ |  | 0.63    
|                                    

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

Following is a summary of the status of options outstanding at December 31, 2005:

|               |  |                     |  |                     |  |          |  |        |  |         
|-------------- |  | ------------------- |  | ------------------- |  | -------- |  | ------ |  | --------
|               |  | Outstanding Options |  | Exercisable Options
|               |  |                     |  |                    
|               |  |                     |  | Weighted            |  |          |  |        |  |         
|               |  |                     |  | Average             |  | Weighted |  |        |  | Weighted
|               |  |                     |  | Remaining           |  | Average  |  |        |  | Average 
|               |  |                     |  | Contractual         |  | Exercise |  |        |  | Exercise
|Exercise Price |  | Number              |  | Life                |  | Price    |  | Number |  | Price   
|              
|              
|$ 0.10         |  | 25,000              |  | 0.57                |  | 0.10     |  | 25,000 |  | 0.10    
|0.10           |  | 25,000              |  | 0.76                |  | 0.10     |  | 25,000 |  | 0.10    
|0.20           |  | 25,000              |  | 1.21                |  | 0.20     |  | 25,000 |  | 0.20    
|3.50           |  | 25,000              |  | 4.16                |  | 3.50     |  | 25,000 |  | 3.50    
|              

Compensation

During the nine month period ended December 31, 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 December 31, 2005 and 2004.

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Item 2. Managements Discussion and Analysis or Plan of Operation

Forward-Looking Statements

This report contains forward-looking statements. They can be identified by the use of forward-looking words such as believes, expects, plans, may, will, would,
could, should or anticipates or other comparable words, or by discussions of strategy, plans or goals that involve risks and uncertainties that could cause actual results to differ materially from those currently
anticipated. You are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those set forth in our Annual Report on Form 10-KSB for the fiscal year ended March 31, 2005
and as described from time to time in our reports filed with the Securities and Exchange Commission, or SEC, including this Quarterly Report on Form 10-QSB.

Forward-looking statements include, but are not limited to, statements with respect to the following:

- 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 otherwise;
- our plans and objectives regarding revenues and expenses in future periods;
- our need for capital expenditures, research and development;
- our ability to maintain our competitive position;
- our anticipated capital expenditures, funding requirements and contractual obligations, including our ability to access sufficient debt or equity capital to meet operating and financing needs;
- the assumptions made by management and managements expectations as to the future growth and business direction of (i) the publication of corporate financial information over the internet, (ii) e- commerce through the facilities of the internet
and (iii) the role of video and audio production, internet news broadcasting and websites in the distribution of financial and securities market sensitive information;
- our ability to compete successfully and maintain our technological position relative to other providers of streaming media and web-based communication services; and
- our beliefs as to the willingness of public company 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.

Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including those factors described in the section entitled Certain Factors That May Affect Our Business and Future
Results in this report. Other factors besides those described in our periodic reports could also affect

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results. You should carefully consider the factors in this Item 2 entitled Certain Factors That May Affect Our Business and Future Results in evaluating our forward-looking statements.

You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this
quarterly report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we file from time to time with the SEC after the date of this report.

Business Overview

We provide webcasting, teleconferencing and transcription services to corporate clients throughout the world. Currently, over three hundred companies use our services. 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, users of our service 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 users cost-effective, yet scaleable, means of communication that can be customized to meet individual user
needs. Currently, the primary users of our services are companies who need to 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. Often, our direct customers are investor relations (I.R.) firms that offer our services as part of the suite of services they offer their customers. In addition, we 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.

Users of our service are charged on a per line, per minute basis for conference calls. For webcasting products and investor relations (I.R.) management services, our clients are charged a flat rate fee and transcription rates are on a
per minute or per page basis.

Results Of Operations

Revenues. During the three month and nine month periods ended December 31, 2005, our revenues were $355,165 and $1,004,115 respectively. During the three month and nine month periods ended December 31, 2004, our revenues were $258,732
and $739,128.

Our revenues were achieved primarily from webcasting, teleconferencing, transcription and investor relations (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. We expect our revenues to continue to increase as the broader market for internet-based communications services continues to grow.

Operating Expenses. During the three month and nine month periods ended December 31, 2005, our operating expenses were $351,340 and $1,022,183 respectively. During the three month and nine month periods ended December 31, 2004, our
operating expenses were $267,783 and $824,010 respectively.

The increase in total operating expenses for the three and nine month periods is due to the additional consultants, staff and outside services required for the increased services we provided in the three month and

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nine month periods ended December
  31, 2005. In particular, during the three and nine month periods ended December 31, 2005, we employed a new full time sales person and additional transcription support staff to assist with the increased services we provided.

Amortization Expense.During the three month and nine month periods ended December 31, 2005, amortization expense was $5,594 and $16,040 respectively. During the three month and nine month periods ended December 31, 2004, amortization expense
was $5,804 and $16,642 respectively.

The slight decrease in amortization expenses for the three and nine month periods is due to a decrease in the amount of assets purchased.

Conference Calls Expense. During the three month and nine month periods ended December 31, 2005, our conference calls expense was $174,002 and $452,700 respectively. During the three month and nine month periods ended December 31, 2004, our
conference calls expense was $138,231 and $353,547 respectively.

Our conference calls expense for the three month and nine month periods ended December 31, 2005, was 50% and 44% respectively of our total expenses. Our conference calls expense for the three month and nine month periods ended December 31, 2004 was
52% and 43% respectively of our total expenses. 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 calls expense includes, among other things, payments to our sales and transcription consultants. Conference call expenses will
continue to increase as revenues grow.

Consulting Expense. During the three month and nine month periods ended December 31, 2005, consulting expense was $76,977 and $245,684 respectively. During the three month and nine month periods ended December 31, 2004, consulting expense was
$51,525 and $210,451 respectively.

The increase in consulting expense for the three and nine month periods was due to an increase in management and public relation fees.

Interest Expense.During the three month and nine month periods ended December 31, 2005, interest expense was $0. During the three and nine month periods ended December 31, 2004, interest expense was $1,126 and $3,433 respectively.

The elimination of interest expense for the three and nine month periods ended December 31, 2005 was due to the cancellation of the interest-bearing convertible promissory notes held by three directors of the Company. Even though the notes have been
cancelled, the amounts owed under the notes remain general unsecured obligations of ViaVid; however, there is no interest or conversion rights associated with these obligations and no agreed date for repayment.

Office and Miscellaneous Expense.During the three month and nine month periods ended December 31, 2005, office and miscellaneous expense was $53,364 and $177,653 respectively. During the three month and nine month periods ended December 31,
2004, office and miscellaneous expense was $41,649 and $128,954 respectively.



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The increase in office and miscellaneous expense for the three and nine month periods ended December 31, 2005 was due to additional software and computer upgrades.

Professional Fees Expense.During the three month and nine month periods ended December 31, 2005, professional fees expense was $13,285 and $49,431 respectively. During the three month and nine month periods ended December 31, 2004, professional fees expense was $5,717 and $38,904 respectively.

The increase in professional fees expense for the three and nine month periods ended December 31, 2005 is due to an increase of legal services provided.

Rent Expense.During the three month and nine month periods ended December 31, 2005, rent expense was $8,939 and $26,114 respectively. During the three month and nine month periods ended December 31, 2004, rent expense was $4,869 and $13,119
respectively.

The increase in rent expense for the three and nine month periods ended December 31, 2005 was due to the expansion of existing rental space.

Salaries and Benefits Expense.During the three month and nine month periods ended December 31, 2005, salaries and benefits expense was $17,820 and $51,370 respectively. During the three month and nine month periods ended December 31, 2004,
salaries and benefits expense was $16,929 and $54,326 respectively. The slight decrease in salaries and benefits expense for the nine month period ended December 31, 2005 was due to the release of a part-time salaried employee.

Travel and Promotion Expense.During the three month and nine month periods ended December 31, 2005, travel and promotion expense was $1,359 and $3,191 respectively. During the three month and nine month periods ended December 31, 2004,
travel and promotion expense was $1,933 and $4,634 respectively.

Travel and promotion expense decreased slightly for the three and nine month periods ended December 31, 2005 due to less travel and promotion required.

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 Income/Loss. During the three month and nine month periods ended December 31, 2005, our net income was $4,081 and net loss was $17,289 respectively. During the three month and nine month period ended December 31, 2004, our net loss
was $8,035 and $84,226, respectively.

Liquidity and Capital Resources

At December 31, 2005, we had current assets of $394,714, substantially all of which was accounts receivable. We had cash of $28,922. As of that date, we had current liabilities of $852,957, including accounts payable and accrued liabilities
totalling $392,081.



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Our liabilities due to related parties were $460,876 as of December 31, 2005 and had decreased from $489,144 as of March 31, 2005. The decrease was due to repayment in the amount of $28,268 by us of loans made by management to us.

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 meetings and other related meetings. We may seek to raise additional capital to meet these operating expenses through the sale of equity securities. However, there can be no assurance that additional capital will be available on terms favorable to the Company, or on any terms. 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 objectives during the three months following December 31, 2005:

- 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;
- Market our teleconferencing services to public companies in connection with earnings releases, analyst conference calls, corporate media announcements and other disclosure or public relations events; and
- 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.

We are currently receiving revenues from our teleconferencing, webcasting, transcription and I.R. web Page Management Suite services. We believe our revenue from these sources will increase 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:

- Maintenance of our current level of revenues and rate of growth in revenues;
- Increased use of our services will lead to increased operating expenses and require additional capital expenditures on new computer equipment, software and technology;
- Our operating expenses will continue to increase as we expand the technical capabilities of our software and services; and

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

Certain Factors That May Affect Our Business And Future Results

You should carefully consider the risks described below, together with all other information included in this Quarterly Report on Form 10-QSB, in evaluating our company. If any of the following risks actually occur, our financial condition or operating results could be harmed. In such case, investors may lose part or all of their investment.

We Have a Limited Operating History and Also Have a History of Net Losses

We have had a 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 December 31, 2005 are $3,695,421. Our total losses since
inception through December 31, 2005 are $3,373,687. 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; 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 guarantee 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.

Because Competition in the Webcasting Services Market Is Intense, 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 tospread 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:

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

If We Are Unable to Successfully Implement Our Business Strategy Our Business Will Suffer

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:

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

If We Are Unable to Generate Consistent Revenues Our Business May Suffer

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,

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teleconferencing, I.R. Web Page Management and transcription revenue will depend on several factors, including:

- the pricing of similar services by others; and
- 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 grow 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.

As Our Expenses Increase, We May Continue To Experience Losses In The Future

During the nine month periods ended December 31, 2005 and December 31, 2004, we incurred losses of $17,289 and $84,226, respectively, on revenues of $1,004,115 and $739,128, respectively. We expect that our operating expenses will increase as we
implement our business and marketing strategy due to the following factors:

- Increased use of our services will require additional capital expenditures on new computer equipment, software and technology;
- Expansion of the technical capabilities of our products and services to meet competition; and
- Solicitation of potential customers.

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

If We Lose The Services Of One Or More Of Our Key Personnel, Our Business May Suffer

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, 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.

Our performance is substantially dependent on the continued services and performance of our senior management, including Brian Kathler, President and Director, Paul Watkins, Secretary/Treasurer and Director and Robert Gamon, Director. We do not have
long-term employment agreements with any of our key personnel and maintain no key person life insurance policies.



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Our Business Will Suffer if Our Systems Fail or Become Unavailable

A reduction or disruption in the performance, reliability or availability of our systems would harm our ability to distribute our services to our customers, as well as our reputation. These disruptions could 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, and negatively affect our revenue and our ability to achieve or sustain profitability

If We Need Additional Capital In The Future And Are Unable To Raise That Capital Our Business May Fail

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 December 31, 2005 we had current assets of $394,714 and current liabilities of $852,957, including accounts payable of $392,081.

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. If we sell additional equity securities, our existing
stockholders interests may be diluted.

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 in our industry, 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.

Amounts Owing to Officers, Directors and Principal Stockholders

Our current liabilities include $460,876 due to related parties, including $151,667 owed to our President, Brian Kathler, $152,237 owed to our Secretary/Treasurer, Paul Watkins, and $156,972 owed to a director, Robert Gamon, each of whom is also a
principal stockholder of our company. These liabilities arise principally from deferred compensation. These sums also include principal and accrued interest owed to each such persons

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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 the obligations at this time and there is no understanding or agreement as to repayment of these debts. Our liabilities due to related parties as of December 31, 2005 decreased from March 31, 2005 by $28,268 due to management being repaid a portion of the monies owed on the loans. As a consequence of the open nature of these liabilities to our officers and directors and the uncertain timing of when these liabilities are to be paid in part or fully, such persons may have interests that are different from the interests of our company and our other stockholders.

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.

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.

If We Do Not Keep Pace With The Rapid Technological Change In Our Industry Our Results Will Suffer

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 technology developments or
industry standards or that we will have the resources to launch new products.

We May Be Unable To Successfully Introduce New Services That Are Important To Our Ability To Compete In The Marketplace

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

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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.

We Need To Improve Our Name And Brand Recognition In Our Industry

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.

If We Are Found Liable For Information Retrieved from the Web Our Business May Suffer

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 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 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 be available that would cover all potential claims to which we may be exposed.
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.

If We Do Not Take Sufficient Steps To Protect Our Intellectual Property Our Business May Suffer

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

- copyright, unfair competition, trademark, service mark and trade secret laws; and
- 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

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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. 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 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. O

ur inability to protect the name ViaVid adequately could have a material adverse effect on our business, results of operations and financial condition.

Because Our Officers and Directors Own A Large Percentage Of Our Common Stock, They Have Control Over Major Decisions We Make

Our officers, directors and the spouse of one director own approximately 48% 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.

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. Trading volume in our shares of Common Stock has been and remain low. There can be no assurance
that an increased trading market for our Common Stock will develop 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.



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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

We carried out an evaluation required by the Securities Exchange Act of 1934, under the supervision and with the participation of our senior management, including Brian Kathler, our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, Mr. Kathler concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, are effective in timely alerting him to material information required to be included in our periodic SEC reports.

There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II  OTHER INFORMATION

Item 6. Exhibits

|        |                                                                                                                                                                                                                
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |                                                                                                                                                                                                                
|Number  | Description                                                                                                                                                                                                    
|       
|3.1     | Articles of Incorporation*                                                                                                                                                                                     
|       
|3.2     | By-Laws of the Company*                                                                                                                                                                                        
|       
|31.1    | Certification of Brian Kathler,
 President, Chief Executive Officer and Chief Financial Officer of ViaVid Broadcasting, Inc., pursuant
to Exchange Act Rule 13a-14(a) under the Securities Exchange Act of 1934
|       
|32.1    | Certification of Brian
Kathler, President, Chief Executive Officer and Chief Financial Officer of ViaVid Broadcasting,
Inc., pursuant to 18. U.S.C. Section 1350                                               

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                        |                                            
|----------------------- | -------------------------------------------
|Date: February 13, 2006 | VIAVID BROADCASTING, INC.                  
|                        | (Registrant)                               
|                       
|                       
|                        | /s/ Brian Kathler                          
|                        |                                            
|                        | President, Chief Executive Officer &       
|                        | Chief Financial Officer                    
|                        | (principal executive and financial officer)

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