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 DECEMBER 31, 2001

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

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

     Commission File Number 0-26535

                            VIAVID BROADCASTING, INC.

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


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

STE 340-145 CHADWICK CRT, N. VANCOUVER,
BRITISH COLUMBIA                                               V7M 3K1
--------------------------------------------------             -------
    (Address of principal executive offices)                 (Zip Code)

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

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

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

                                               Outstanding as of
                           Class               February 13, 2002
                           ------------        -----------------
                           Common Stock        12,273,000 shares



<PAGE>

                         PART 1 B FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

GENERAL

The Company's unaudited financial statements for the nine months ending December
31,2001 are included with this Form 10-QSB. The unaudited financial statements
for the nine months ending December 31, 2001 include:

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

         (b)      Consolidated Statement of Operations - Cumulative from
                  Incorporation to December 31 2001, nine months ended December
                  31, 2001, nine months ended December 31, 2000, three months
                  ended December 31, 2001 and three months ended December 31,
                  2000;

         (c)      Consolidated Statement of Shareholders' Equity for the period
                  ending December 31, 2001;

         (d)      Consolidated Statement of Cash Flows - Cumulative from
                  Incorporation to December 31, 2001, nine months ended December
                  31, 2001 and nine months ended December 31, 2000;

         (e)      Notes to Consolidated Financial Statements.

The unaudited financial statements have been prepared in accordance with the
instructions to Form 10-QSB and, therefore, do not include all information and
footnotes necessary for a complete presentation of the financial position,
results of operations, cash flows, and stockholders' equity in conformity with
generally accepted accounting principles. In the opinion of management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature. Operating results for the nine months ended
December 31, 2001 are not necessarily indicative of the results that can be
expected for the year ending March 31, 2002.





                                       2
<PAGE>














                            VIAVID BROADCASTING INC.
                          (A DEVELOPMENT STAGE COMPANY)


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

                                DECEMBER 31, 2001











                                       3
<PAGE>


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

<TABLE>
<CAPTION>

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

                                                                               December 31,        March 31,
                                                                                       2001             2001
                                                                                (Unaudited)
-------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>               <C>

ASSETS

CURRENT
  Cash and cash equivalents                                                    $    22,054       $     51,918
  Accounts receivable                                                               74,352             28,330
  Prepaid expenses                                                                     203              9,366
                                                                               -----------       ------------

  Total current assets                                                              96,609             89,614

CAPITAL ASSETS (Note 5)                                                            139,263            163,290
                                                                               -----------       ------------

TOTAL ASSETS                                                                   $   235,872       $    252,904
=============================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
  Accounts payable and accrued liabilities                                     $    60,147       $     54,848
  Due to related parties                                                           118,220             36,044
                                                                               -----------       ------------

  Total current liabilities                                                        178,367             90,892
                                                                               -----------       ------------

STOCKHOLDERS' EQUITY
  Capital stock (Note 6)
    Authorized
        25,000,000 common shares with a par value of $0.001 per share
    Issued
        12,273,000 common shares (8,113,000 at March 31, 2001)                      12,273              8,113
  Additional paid-in capital                                                     2,757,409          2,143,074
  Share subscriptions received in advance                                               --            106,000
  Deficit accumulated during the development stage                              (2,712,177)        (2,095,175)
                                                                               -----------       ------------

  Total stockholders' equity                                                        57,505            162,012
                                                                               -----------       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $   235,872       $    252,904
=============================================================================================================


NATURE OF OPERATIONS (Note 1)
</TABLE>


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



                                       4
<PAGE>


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


<TABLE>
<CAPTION>

==============================================================================================================================
                                               Cumulative
                                                  Amounts
                                                     From
                                            Incorporation
                                                       on
                                              January 20,      Three Month      Three Month       Nine Month       Nine Month
                                                  1999 to     Period Ended     Period Ended     Period Ended     Period Ended
                                             December 31,     December 31,     December 31,     December 31,     December 31,
                                                     2001             2001             2000             2001             2000
------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>              <C>              <C>              <C>

REVENUE
    Broadcast and web income              $       256,374  $        75,269  $         8,860  $       168,510  $        17,618
                                          ---------------  ---------------  ---------------  ---------------  ---------------

EXPENSES
  Amortization                                    123,779           10,502           12,568           32,528           36,533
  Consulting                                    1,093,962          110,803          108,790          331,114          290,683
  Equipment rental                                 10,930              381              512              664            2,113
  Foreign exchange                                 13,649            1,575              404              660            8,978
  Graphic design                                   12,737               --               --               --               --
  Internet fees                                   100,122            5,703            7,857           14,292           35,710
  Office and miscellaneous                        266,248           40,224           18,904          116,504           45,839
  Professional fees                               245,995           12,852           17,807           59,346           52,747
  Rent                                            129,699            8,858           11,904           28,294           31,068
  Salaries and benefits                           326,911           13,859           33,736           71,916          124,968
  Stock based compensation                        580,150           46,471           17,288          122,563           51,863
  Travel and promotion                             71,839              409            6,067            2,686           21,983
                                          ---------------  ---------------  ---------------  ---------------  ---------------

                                                2,976,021          251,637          235,837          780,567          702,485
                                          ---------------  ---------------  ---------------  ---------------  ---------------

        LOSS BEFORE OTHER ITEMS                (2,719,647)        (176,368)        (226,977)        (612,057)        (684,867)

              OTHER ITEMS
  Interest income                                  13,295              130            2,586              880            6,201
  Loss on disposal of capital assets               (5,825)          (5,825)              --           (5,825)              --
                                          ---------------- ---------------- ---------------  ---------------- ---------------

                                                    7,470           (5,695)           2,586           (4,945)           6,201
                                          ---------------  ---------------- ---------------  ---------------- ---------------

LOSS FOR THE PERIOD                       $    (2,712,177) $      (182,063) $      (224,391) $      (617,002) $      (678,666)
==============================================================================================================================


BASIC AND DILUTED LOSS PER SHARE                           $         (0.02) $         (0.03) $         (0.06) $         (0.10)
==============================================================================================================================


WEIGHTED AVERAGE NUMBER OF
    SHARES OF COMMON STOCK
    OUTSTANDING                                                 10,624,000        7,566,000       10,464,000        7,059,000
==============================================================================================================================
</TABLE>

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



                                       5
<PAGE>


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


<TABLE>
<CAPTION>

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

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




<S>                                       <C>         <C>           <C>            <C>            <C>           <C>
    Shares issued on acquisition          5,100,000   $      5,100  $         --   $        --    $       --    $      5,100
    Shares issued for cash                  500,000            500         4,500            --            --           5,000
    Shares issued for cash                  100,000            100        49,900            --            --          50,000
    Shares issued for cash                  184,000            184       183,816            --            --         184,000
    Loss for the period                        --             --            --              --        (71,668)       (71,668)
                                       ------------   ------------  ------------   ------------   ------------  ------------


BALANCE AT MARCH 31, 1999                 5,884,000          5,884       238,216            --         (71,668)      172,432

    Shares issued for cash                  768,000            768       782,232            --             --        783,000
    Stock-based compensation for
       options issued to consultants
       and non-employees                        --             --        337,629            --             --        337,629
    Loss for the year                           --             --            --             --      (1,005,146)   (1,005,146)
                                       ------------   ------------  ------------   ------------   ------------  ------------


BALANCE AT MARCH 31, 2000                 6,652,000          6,652     1,358,077            --      (1,076,814)      287,915

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



                                  - continued -




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



                                       6
<PAGE>


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


<TABLE>
<CAPTION>

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

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



Continued...


<S>                                       <C>                <C>    <C>            <C>            <C>           <C>
BALANCE AT MARCH 31, 2001                 8,113,000          8,113     2,143,074       106,000     (2,095,175)       162,012

    Shares issued for cash                1,290,000          1,290       256,710      (106,000)            --        152,000
    Finders fee on private placement           --              --        (15,825)           --             --        (15,825)
    Shares issued for consulting fees       200,000            200         9,800            --             --         10,000
    Shares issued for consulting fees       350,000            350        34,650            --             --         35,000
    Shares issued for cash                  500,000                                         --             --         25,000
                                                               500        24,500
    Shares issued for exercise of
       warrants                             550,000            550       109,450            --             --        110,000
    Shares issued for exercise of
       warrants                             500,000            500        24,500            --             --         25,000
    Shares issued for exercise of
       stock options                        170,000            170        33,830            --             --         34,000
    Shares issued for consulting fees       100,000            100         4,900            --             --          5,000
    Shares issued for consulting fees       250,000            250        12,250            --             --         12,500
    Shares issued for cash                  250,000            250        12,250            --             --         12,500
    Finders fee                                 --             --        (15,243)            --            --        (15,243)
    Stock-based compensation for
       options issued to consultants
       and non-employees                        --             --        122,563            --             --        122,563
    Loss for the period                         --             --            --             --       (617,002)      (617,002)
                                       ------------   ------------  ------------   ------------   ------------  ------------


    BALANCE AT DECEMBER 31, 2001         12,273,000   $     12,273  $  2,757,409   $        --    $(2,712,177)  $     57,505
==============================================================================================================================
</TABLE>




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



                                       7
<PAGE>


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


<TABLE>
<CAPTION>

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

                                                                            Cumulative
                                                                               Amounts
                                                                                  From
                                                                         Incorporation
                                                                                    on
                                                                           January 20,       Nine Month       Nine Month
                                                                               1999 to     Period Ended     Period Ended
                                                                          December 31,     December 31,     December 31,
                                                                                  2001             2001             2000
-------------------------------------------------------------------------------------------------------------------------



<S>                                                                    <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                $    (2,712,177) $      (617,002) $      (678,666)
    Items not affecting cash:
       Amortization                                                            123,779           32,528           36,533
       Stock based compensation                                                580,150          122,563           51,863
       Consulting fees                                                         178,000           62,500           50,000
       Loss on disposal of assets                                                5,825            5,825              --

    Changes in non-cash working capital items:
       Increase in accounts receivable                                         (74,352)         (46,022)          (5,480)
       (Increase) decrease in prepaid expenses                                    (203)           9,163            3,042
       Increase in accounts payable and accrued liabilities                     60,147            5,299            5,458
                                                                       ---------------  ---------------  ---------------

    Net cash used in operating activities                                   (1,838,831)        (425,146)        (537,250)
                                                                       ---------------  ---------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of capital assets                                             (271,805)         (22,699)         (20,135)
    Disposal of capital assets                                                   8,373            8,373              --
    Acquisition of subsidiary                                                     (335)             --               --
                                                                       ---------------  ---------------  --------------

    Net cash used in investing activities                                     (263,767)         (14,326)         (20,135)
                                                                       ---------------  ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from shares issued, net of finders' fee                         2,006,432          433,432          526,000
    Subscriptions received in advance                                              --          (106,000)             --
    Loans from related parties                                                 118,220           82,176           19,608
                                                                       ---------------  ---------------  ---------------

    Net cash provided by financing activities                                2,124,652          409,608          545,608
                                                                       ---------------  ---------------  ---------------

            CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD                  22,054          (29,864)          11,777

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                               $        22,054  $        22,054  $       122,763
=========================================================================================================================

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 10)
</TABLE>



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



                                       8
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
DECEMBER 31, 2001

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

1.       NATURE OF OPERATIONS

         ViaVid  Broadcasting  Inc., a Nevada  corporation,  was incorporated on
         January 20,  1999.  On January 27,  1999,  the  Company  completed  the
         acquisition of ViaVid  Broadcasting  Corp.  ("VBC"), a Canadian company
         operating in Vancouver, British Columbia, Canada.

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


2.       BASIS OF PRESENTATION

         The accompanying consolidated financial statements have been prepared
         by the Company without audit. In the opinion of management, all
         adjustments (which include only normal recurring adjustments) necessary
         to present fairly the financial position, results of operations,
         changes in stockholders' equity and cash flows at December 31, 2001 and
         for the nine month period then ended have been made. These financial
         statements should be read in conjunction with the audited consolidated
         financial statements of the Company for the year ended March 31, 2001.
         The results of operations for the nine month period ended December 31,
         2001 are not necessarily indicative of the results to be expected for
         the year ending March 31, 2002.


3.       GOING CONCERN

         As at December 31, 2001, the Company has an accumulated deficit of
         $2,712,177. The Company's ability to continue as a going concern is
         dependent on continued financial support in the form of loans from its
         shareholders and other related parties, the ability of the Company to
         raise equity financing, and the attainment of profitable operations.
         Management is of the opinion that sufficient working capital will be
         obtained from external financing and further share issuances to meet
         the Company's liabilities as they become due.

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


4.       SIGNIFICANT ACCOUNTING POLICIES

         ESTIMATES

         In preparing these consolidated financial statements in conformity with
         United States generally accepted accounting principles, management was
         required to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities as of the date of the balance sheet and revenues and
         expenses for the period. Actual results in future periods could be
         different from these estimates made in the current period. The
         following is a summary of the significant accounting policies of the
         Company:





                                       9
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
DECEMBER 31, 2001

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

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


         PRINCIPLES OF CONSOLIDATION

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


         CASH AND CASH EQUIVALENTS

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


         CAPITAL ASSETS

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

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


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

         Under SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets
         and for Long-Lived Assets to be Disposed of", long-lived assets to be
         held and used by the Company are reviewed to determine whether any
         events or changes in circumstances indicate that the carrying amount of
         the asset may not be recoverable. For long-lived assets to be held and
         used, the Company bases its evaluation on such impairment indicators as
         the nature of the assets, the future economic benefit of the assets,
         any historical or future profitability measurements, as well as other
         external market conditions or factors that may be present. In the event
         that facts and circumstances indicate that the carrying amount of an
         asset may not be recoverable and an estimate of future undiscounted
         cash flows is less than the carrying amount of the asset, an impairment
         loss will be recognized. As at December 31, 2001, the Company's
         analysis indicated that there was not an impairment of its long-lived
         assets.


         FINANCIAL INSTRUMENTS

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




                                       10
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
DECEMBER 31, 2001

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

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


         REVENUE RECOGNITION

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

         FOREIGN CURRENCY TRANSLATION

         The Company accounts for foreign currency transactions and translation
         of foreign currency financial statements under SFAS No. 52, "Foreign
         Currency Translation". The Company records its operations in the
         Canadian subsidiary VBC, using the US dollar. Accordingly, carrying
         values of monetary assets and liabilities are adjusted at each balance
         sheet date to reflect the exchange rate at that date. Non-monetary
         assets and liabilities are translated at the exchange rate on the
         original transaction date. Gains and losses from restatement of foreign
         currency monetary and non-monetary assets and liabilities are included
         in income. Revenues and expenses are translated at the rates of
         exchange prevailing on the dates such items are recognized in earnings.

         SEGMENTED INFORMATION

         SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
         Information", establishes standards for the manner in which public
         companies report information about operating segments in annual and
         interim financial statements. The Company does not have any reporting
         requirements as defined by SFAS No. 131.

         LOSS PER SHARE

         Under SFAS 128, "Earnings per Share", basic and diluted earnings per
         share are to be presented. Basic earnings per share is computed by
         dividing income available to common shareholders by the weighted
         average number of common shares outstanding in the year. Diluted
         earnings per share takes into consideration common shares outstanding
         (computed under basic earnings per share) and potentially dilutive
         common shares. The Company is a development stage company and has
         recorded a loss per share. The weighted average number of shares
         outstanding at December 31, 2001 of 10,464,000 (2000 - 7,059,000), do
         not include the 1,112,000 (2000 - 372,000) warrants outstanding, the
         stock options of 752,000 (2000 - 797,000) as their effect would be
         anti-dilutive.

         INCOME TAXES

         Income taxes are provided in accordance with SFAS No. 109, "Accounting
         for Income Taxes". A deferred tax asset or liability is recorded for
         all temporary differences between financial and tax reporting and net
         operating loss carryforwards. Deferred tax expenses (benefit) results
         from the net change during the year of deferred tax assets and
         liabilities.

         Deferred tax assets are reduced by a valuation allowance when, in the
         opinion of management, it is more likely than not that some portion or
         all of the deferred tax assets will not be realized. Deferred tax
         assets and liabilities are adjusted for the effects of changes in tax
         laws and rates on the date of enactment.




                                       11
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
DECEMBER 31, 2001

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

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

         STOCK-BASED COMPENSATION


         SFAS No. 123, "Accounting for Stock-Based Compensation", encourages,
         but does not require, companies to record compensation cost for
         stock-based employee compensation plans at fair value. The Company has
         chosen to account for stock-based compensation using Accounting
         Principles Board Opinion No. 25, "Accounting for Stock Issued to
         Employees" and has adopted the disclosure only provisions of SFAS No.
         123. Accordingly, compensation cost for stock options is measured as
         the excess, if any, of the quoted market price of the Company's stock
         at the date of the grant over the amount an employee is required to pay
         for the stock.


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


         NEW ACCOUNTING PRONOUNCEMENTS

         In June,  2001,  the  Financial  Accounting  Standards  Board  ("FASB")
         approved the issuance of SFAS No. 141, "Business Combinations" and SFAS
         No. 142,  "Goodwill and Other Intangible  Assets".  SFAS No. 141 states
         that all  business  combinations  should  be  accounted  for  using the
         purchase method of accounting making the use of the pooling-of-interest
         method prohibited.  SFAS No. 141 is effective for business combinations
         completed  after June 30, 2001.  SFAS No. 142 addresses the  accounting
         for  all  purchased  intangible  assets,  but not  the  accounting  for
         internally  developed  intangible  assets.  Goodwill  will no longer be
         amortized and will be reviewed for  impairment in accordance  with SFAS
         No. 142.  SFAS No. 142 is effective  for fiscal years  beginning  after
         December 15, 2001. Early adoption is permitted for entities with fiscal
         years beginning after March 15, 2001.

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

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
         Impairment or Disposal of Long-Lived Assets" that supersedes SFAS No.
         121 "Accounting for the Impairment or Disposal of Long-Lived Assets and
         for Long-Lived Assets to Be Disposed Of." SFAS No. 144 is required to
         be adopted effective January 1, 2002.


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




                                       12
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
DECEMBER 31, 2001

================================================================================
5.       CAPITAL ASSETS


<TABLE>
<CAPTION>

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

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


<S>                                       <C>           <C>              <C>
DECEMBER 31, 2001

    Computer equipment                    $     170,567 $       81,960   $       88,607
    Office furniture                             17,265          5,314           11,951
    Telephone and video equipment                69,776         31,071           38,705
                                          ------------- --------------   --------------

                                          $     257,608 $      118,345   $      139,263
                                          ============= ================ ===============

MARCH 31, 2001

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

                                          $     249,106 $       85,816   $      163,290
========================================================================================
</TABLE>

6.       CAPITAL STOCK

         In April 2001, the Company issued 200,000 shares of common stock for
         consulting services for an agreed amount of $10,000.

         In June 2001, the Company issued 1,290,000 units at $0.20 per unit
         pursuant to a unit offering. Each unit consisted of one share of common
         stock and one warrant enabling the holder to purchase an additional
         share of common stock at $0.20 per share until February 28, 2004. The
         proceeds to the Company were $258,000, of which $106,000 was received
         in advance at March 31, 2001.

         In June 2001, the Company issued 350,000 shares of common stock for
         consulting services for an agreed amount of $35,000.

         In June 2001, the Company issued 500,000 shares of common stock and
         realized proceeds of $25,000. Each unit consisted of one share of
         common stock and one warrant enabling the holder to purchase an
         additional share of common stock at $0.05 per share until February 28,
         2004.

         In October 2001, the Company issued 550,000 shares of common stock upon
         the exercise of warrants at $0.20 per share. The proceeds to the
         Company was $110,000.

         In October 2001, the Company issued 500,000 shares of common stock upon
         the exercise of warrants at $0.05 per share. The proceeds to the
         Company was $25,000.




                                       13
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
DECEMBER 31, 2001

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

         In October 2001, the Company issued 170,000 shares of common stock upon
         the exercise of stock options at $0.20 per share. The proceeds to the
         Company was $34,000.

         In October 2001, the Company issued 100,000 shares of common stock for
         consulting services for an agreed amount of $5,000.

         In November 2001, the Company issued 250,000 shares of common stock for
         consulting services for an agreed amount of $12,500.

         In December 2001, the Company issued 250,000 shares of common stock at
         $0.05 per share, for total proceeds to the Company of $12,500.


         WARRANTS

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

                                                          2001            2001
------------------------------------------------------------------------------

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

Balance, end of the period                           1,112,000        372,000
==============================================================================

         As at December 31, 2001, there were 372,000 warrants outstanding that
         are exercisable into 372,000 common shares at $0.50 per share until
         December 31, 2003, 740,000 warrants outstanding that are exercisable
         into 740,000 common shares at $0.20 per share until February 28, 2004.


7.       RELATED PARTY TRANSACTIONS

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

         Paid or accrued consulting fees as follows:

             o $129,888 (2000 - $135,198) to three directors of the Company
             o $Nil (2000 - $24,035) to a former officer of the Company

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

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




                                       14
<PAGE>

VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
DECEMBER 31, 2001

================================================================================
8.       INCOME TAXES


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

                                                    December 31,     March 31,
                                                            2001          2001
--------------------------------------------------------------------------------

Tax benefit of net operating loss carry forward     $   822,000    $   677,900
Valuation allowance                                    (822,000)      (677,900)
                                                    -----------    -----------

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

         The Company has an operating loss carryforward of approximately
         $314,000 which expires in the year 2020. The Company's subsidiary,
         ViaVid Broadcasting Corp., has Canadian operating losses carryforwards
         of approximately $1,280,000 which expire in the year 2008. The Company
         has provided a full valuation allowance on the deferred tax asset due
         to the uncertainty regarding realizability.

9.       STOCK-BASED COMPENSATION EXPENSE

         SFAS No. 123, "Accounting for Stock-Based Compensation", encourages but
         does not require companies to record compensation cost for stock-based
         employee compensation plans at fair value. The Company has chosen to
         account for stock-based compensation using Accounting Principles Board
         Opinion No. 25, "Accounting for Stock Issued to Employees".
         Accordingly, compensation cost for stock options is measured as the
         excess, if any, of quoted market price of the Company's stock at the
         date of grant over the option price. No stock based compensation has
         resulted from the use of this standard.

         Following is a summary of the stock option activity:

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

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

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

Outstanding at March 31, 2001                    667,000             0.55
    Granted                                      445,000             0.23
    Forfeited                                   (190,000)           (0.67)
    Exercised                                   (170,000)           (0.20)
                                           ---------------

Outstanding, December 31, 2001                   752,000             0.41
==========================================================================



                                       15
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
DECEMBER 31, 2001

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

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


         The weighted average fair value of options granted to employees,
         non-employees and consultants during the nine month period ended
         December 31, 2001 was approximately $0.15 (2000 - $0.94) per share.


         During the nine month period ended December 31, 2001, no stock options
         were repriced. During the nine month period ended December 31, 2000,
         302,000 stock options were repriced from $3.50 per share to $1.00 per
         share.


         Following is a summary of the status of options outstanding at December
         31, 2001:

<TABLE>
<CAPTION>

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

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

                                         Weighted
                                          Average      Weighted                           Weighted
                                        Remaining       Average                            Average
                                      Contractual      Exercise                           Exercise
Exercise Price              Number           Life         Price             Number           Price
---------------------------------------------------------------------------------------------------
<C>                         <C>             <C>        <C>                  <C>           <C>
$    1.00                   20,000          0.90       $    1.00            20,000        $  1.00
     0.30                   80,000          1.05            0.30            80,000           0.30
     1.00                   12,000          1.05            1.00            12,000           1.00
     3.50                   25,000          1.16            3.50            25,000           3.50
     0.30                   50,000          1.27            0.30            50,000           0.30
     0.37                   20,000          1.47            0.37            20,000           0.37
     1.00                   10,000          1.76            1.00            10,000           1.00
     0.40                   25,000          2.02            0.40            25,000           0.40
     0.30                   15,000          2.09            0.30            12,000           0.30
     0.30                   45,000          2.21            0.30            55,000           0.30
     0.30                   10,000          2.25            0.30            10,000           0.30
     0.20                  150,000          2.26            0.20           150,000           0.20
     0.30                   15,000          2.50            0.30             9,000           0.30
     0.20                  150,000          2.72            0.20           150,000           0.20
     0.30                   25,000          2.79            0.30            25,000           0.30
     0.30                  100,000          2.85            0.30           100,000           0.30
==================== ============== ============== ============= == =============== ===============
</TABLE>

         NON-VESTED STOCK OPTIONS

         The Company has 6,000 stock options exercisable at $0.30 per share that
will become fully vested by April, 2002.



                                       16
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
DECEMBER 31, 2001

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

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


         COMPENSATION


         Had compensation cost for employees been recognized on the basis of
         fair value pursuant to SFAS No. 123, net loss and loss per share would
         have been adjusted as follows:

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

                                                 Nine Month        Nine Month
                                               Period Ended      Period Ended
                                               December 31,      December 31,
                                                       2001              2000
------------------------------------------------------------------------------

NET LOSS
    As reported                             $      (617,002) $      (678,666)
                                            ==================================

    Pro forma                               $      (619,094) $      (729,652)
                                            ==================================

BASIC AND DILUTED LOSS PER SHARE
    As reported                             $         (0.06) $         (0.10)
                                            ==================================

    Pro forma                               $         (0.06) $         (0.10)
==============================================================================


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


<TABLE>
<CAPTION>

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

                                                     Nine Month                      Nine Month
                                                   Period Ended                    Period Ended
                                                   December 31,                    December 31,
                                                           2001                            2000
------------------------------------------------------------------------------------------------
<S>                                         <C>                               <C>
Risk-free interest rate                            0% - 4.327%                 5.554% - 6.484%
Expected life of the options                6 months - 2 years                         2 years
Expected volatility                                180% - 206%                             50%
Expected dividend yield                                    --                              --
================================================================================================
</TABLE>


         The Company accounts for stock issued to non-employees and consultants
         in accordance with the provisions of SFAS No. 123 and EITF 96-18.



                                       17
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
DECEMBER 31, 2001

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

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

         The Company granted 445,000 options to third party consultants during
         the nine month period ended December 31, 2001 and accordingly, the
         stock based compensation recognized using the Black Scholes Option
         pricing model was $66,531. The amount expensed during the nine month
         period ended December 31, 2001 was $122,563, which included stock-based
         compensation of $4,090 from the three month period ended December 31,
         2001 and unamortized balance of $109,100 from other prior periods.
         Unamortized balance at December 31, 2001 totaled $88,847 which will be
         amortized to expense over the remaining term of consultants' services
         which range over a term of six months to two years.


10.      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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

                                                  Nine Month       Nine Month
                                                Period Ended     Period Ended
                                                December 31,     December 31,
                                                        2001             2000
         ---------------------------------------------------------------------


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


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

         The following non-cash investing and financing transactions occurred
         during the nine month period ended December 31, 2001:

         a) The Company issued 900,000 shares of common stock at an agreed value
            of $62,500 for consulting services.

         The following non-cash, investing and financing transactions occurred
         during the nine month period ended December 31, 2000:

a)       The Company issued 75,000 shares of common stock at an agreed value of
         $37,500 for consulting services.
b)       The Company issued 2,000 units at a deemed value of $2,000 for finders
         fees.
c)       The Company issued 50,000 shares of common stock at a deemed value of
         $12,500 for consulting services.




                                       18

<PAGE>



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

GENERAL

Overview

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


RESULTS OF OPERATIONS

REVENUES. Our revenues were $168,510 for the nine month period ending December
31, 2001, compared to revenues of $17,618 for the period December 31, 2000. Our
revenues for the year ended March 31, 2001 were $39,784. Our revenues were
achieved primarily from webcasting, teleconferencing, transcriptions and our
ViaVision services. Our revenues have increased from prior periods due to our
increased level of new teleconferencing services that we now provide to clients.
We believe that largely because of the adoption by the US Securities and
Exchange Commission of Regulation FD in October 2000, public reporting companies
are more frequently webcasting and conducting conference calls for earnings
updates, shareholder updates, product announcements, investor and broker
presentations and annual meetings.

In the quarter ended December 31, 2001, we conducted 285 earnings events and
other services for our clients - an increase of over 144% from our previous
quarter. During this quarter, we have been soliciting transcription business
from our teleconferencing partners and have seen an increase in our
transcription sales of 158% over last quarter's sales. The use of new features,
such as ViaTracker is also increasing, with a large majority of our clients now
using the service. ViaTracker, our proprietary statistical data tracking
solution, is a tool for customers wanting to track event participants and obtain
viewer contact information. ViaTracker enables customers to more effectively
evaluate the success of their events and to better target their future programs.
In addition to the statistical features of ViaTracker, customers can also use
the solution to enter online booking information and manage questions and
answers during a live event.

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



                                       19
<PAGE>

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

OPERATING EXPENSES. Our operating expenses were $780,567 for the nine month
period ending December 31 2001, compared to operating expenses of $702,485 for
the nine months ending December 31 2000. The increase in operating expenses
during this period was due to additional expenses incurred as a result of our
increased level of operations to provide our new services to our clients. We
expect to continue to have increases in operating expenses in connection with
providing these new services to our clients.

NET LOSS. Our net loss was $617,002, or $0.06 per share, for the nine months
ending December 31 2001. Our net loss was $678,666, or $0.10 per share, for the
nine months ended December 31, 2000. Our net loss reflects the fact that we have
not earned significant revenues to date.


LIQUIDITY AND CAPITAL RESOURCES

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

         We had cash of $22,054 as of December 31, 2001 compared to cash of
$122,673 as of December 31, 2000 and cash of $125,006 as of September 30, 2001.
During the quarter, the Company received proceeds of $169,000 from the exercise
of warrants and stock options. The Company also received proceeds of $12,500
from the sale of 250,000 shares at $0.05 per share.

         We plan on meeting our operating expenses during the year by focusing
on generating revenues through the sales of corporate conference call services
and the sales of webcasting products and services related to broadcasts of
conference calls, corporate presentations, annual general meetings and other
related meetings, as well as from additional capital intended to be provided by
the proposed sale of equity securities. There can be no assurance that any
additional capital can be raised or, if equity securities are sold, the terms of
any such transaction.

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

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

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

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

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

         Substantially all these funds will need to be obtained from additional
equity financings to be completed in the future. In the event we are unable to
obtain these funds from these sources, our ability to pursue our business plan
will be adversely affected.



                                       20
<PAGE>

         Our actual expenditures and business plan may differ from this stated
Plan of Operations.

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

         We are currently receiving revenues from our teleconferencing,
Webcasting and transcription services. We anticipate an increase in revenue from
these sources if we are successful in increasing our customer base.

         Notwithstanding the above Plan of Operations, we anticipate we will
experience continuing operating losses in the foreseeable future. We base this
expectation in part on the following:

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

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

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

      On November 28, 2001, we entered into an agreement with Citizen
Conferencing, a subsidiary of Citizens Communications Inc., one of the largest
independent telephone companies in the United States, to provide
teleconferencing services to its client base.

         Also during this quarter, Mr. Theodore Pincus was elected to our Board
of Directors. Mr. Pincus was formerly the Chairman and Chief Executive Officer
of The Financial Relations Board, Inc., a financial public relations agency,
with which he was employed for more than 37 years. He is currently its Chairman
Emeritus and acts as a consultant. Mr. Pincus has many years experience with the
financial public relations industry.


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



                                       21
<PAGE>

needs to raise additional capital, the terms on which such capital can be
raised, the period over which any capital available currently to us or raised in
the future will be sufficient to meet our current or future levels of operating
and research and development expenses, and our plans regarding the uses of that
capital, as well as any other prospective financial information concerning us.
Forward-looking statements made in this Report include the assumptions made by
management as to the future growth and business direction of the publication of
corporate financial information over the Internet, e-commerce through the
facilities of the Internet and the role of video and audio production and
Internet news broadcasting. They also include our beliefs as to our ability to
compete successfully and maintain our technological position relative to other
providers of streaming media and Web-based communication services. They also
include our beliefs as to the willingness of public reporting issuers of
securities to use our services for Webcasting and teleconferencing and to
broadcast corporate news and information on the Internet and for us to derive
revenues from providing this service. We cannot assure you that our assumptions
in this regard or our views as to the commercial viability of our business plans
discussed herein will prove to be accurate. Likewise, we cannot assure you that
we will be successful in growing our user and customer base as we plan,
attracting companies to use our Internet-based communication services for the
dissemination of their news information, realizing material amounts of
Webcasting or other revenues, achieving any commercial advantage relative to
other financial news dissemination media companies or raising the additional
capital required to support our operations or the terms and conditions on which
such capital can be raised. Our ability to realize revenues and raise additional
capital from the business plans discussed herein cannot be assured. If our
assumptions are incorrect or our webcasting or other growth plans or plans to
realize revenues or raise additional capital fail to materialize, we may be
unsuccessful in developing as a viable business enterprise. Under such
circumstance your entire investment will be in jeopardy and may be lost. 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 22. They are
also described in our Annual Reports on Form 10KSB, Quarterly Reports on Form
10-QSB, and our Current Reports on Form 8-K. These risk factors could cause our
operating results, financial condition and ability to fulfill our plans to
differ materially from those expressed in any forward-looking statements made in
this Report and could adversely affect our financial condition and our ability
to pursue our business strategy and plans.


                                  RISK FACTORS


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





                        RISKS APPLICABLE TO OUR BUSINESS

We have an Extremely Limited Operating History and also have a History Of Net
Losses




                                       22
<PAGE>

         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 December 31, 2001 are $256,374.
Our total losses since inception through December 31, 2001 are $2,712,177. An
investor must consider the risks, expenses and difficulties frequently
encountered by companies such as ours, in the early stages of their development.
Our business plan has evolved over time and therefore, we experience additional
risks resulting from the changes we make in our business plan. As changes in the
industry further develop, we may need to make further changes to our business
plan. We cannot assure you that we will be successful in addressing the risks we
confront. We cannot assure you that our revenue will grow sufficiently to assure
our future success. We must increase our revenues in order to continue our
operations. New companies, such as ours, experience expenses, difficulties and
unforeseen problems that create a higher risk of business failure. If we are not
successful in overcoming these expenses and difficulties, our business may fail.

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

         The report of our independent auditors on their audit of our financial
statements as of March 31, 2001 contains an explanatory paragraph that describes
an uncertainty as to our ability to continue as a going concern due to our
recurring losses and our necessity to attain future profitable operations and/or
obtains additional financing. At December 31, 2001, we had current assets of
$96,609 and current liabilities of $178,367. In order to meet our Plan of
Operations, we will need to raise additional capital. Our budget for the year
ending March 31, 2002 calls for us to raise an additional $1,000,000 in capital
during the year ending March 31, 2002, of which we have raised approximately
$464,500. There can be no assurance that any additional financing will be
available to us on favorable terms, or at all. If adequate funds are not
available or not available on acceptable terms, we may not be able to fund our
business plans as we desire, or, develop or enhance services or respond to
competitive pressures. Any such inability could have a material adverse effect
on our business, results of operations and financial condition. Additional funds
raised through the issuance of equity or convertible debt securities, will
result in reducing the percentage ownership of our stockholders and, our
stockholders may experience additional dilution. Such securities may have
rights, preferences or privileges senior to those of the rights of our Common
Stock.

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

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




                                       23
<PAGE>

POSSIBLE INABILITY TO IMPLEMENT OUR BUSINESS STRATEGY

Our business strategy includes increasing our revenues from the teleconferencing
and Webcasting industry. To achieve our business objective, we believe we must:

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

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

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

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

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

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

In order to accomplish the forgoing objectives, we will require substantial
amounts of additional capital that is not currently available to us. Management
estimated that we would require $1,000,000 in additional capital during the year
ended March 31, 2002 to be applied to meeting these objectives through that
date. Through December 31, 2001, we had raised approximately $464,500. We
anticipate requiring additional capital in fiscal 2003. If we are not successful
in implementing all components of our business strategy successfully, our
operating results and financial condition may be harmed and our business may
fail.

POSSIBLE INABILITY TO GENERATE REVENUES AND PROFITABLE OPERATIONS

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

ANTICIPATED LOSSES IN FUTURE PERIODS

         During the nine month period ended December 31, 2001, we incurred a
loss of $617,002 on revenues of $168,510. We expect that our operating expenses
will increase as we implement our business and marketing strategy due to the
following factors:



                                       24
<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.

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

DEPENDENCE ON WEBCASTING AND TELECONFERENCING REVENUE

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

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

      o  the pricing of webcasting services by others,

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

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

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

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

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

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

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



                                       25
<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, the Internet industry has recently experienced substantial
consolidation and a proliferation of strategic transactions. We expect this
consolidation and strategic partnering to continue. Acquisitions or strategic
partnerships involving our current and potential competitors could harm us in a
number of ways. For example:

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

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

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

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

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


MANAGEMENT OF GROWTH AND RELATIONSHIPS; BRIEF TENURE OF MANAGEMENT; DEPENDENCE
ON KEY PERSONNEL

         In developing our business plan, we expect to be required to establish
and manage multiple relationships with various strategic providers of services,
technology licensors, marketers and other third parties. To date, only a limited
number of such relationships have been established. The requirements to enter
into these relationships will be exacerbated in the event of our material growth
or in the number of third party relationships, and there can be no assurance
that our systems, procedures or controls will be adequate to enable us to
establish and enter into these relationships, to support any substantial growth
in our operations or that our management will be able to implement or manage any
growth effectively.




                                       26
<PAGE>

         To effectively manage growth, we must establish, implement and improve
operational, financial and management information systems and expand, train and
manage our employee base. Our development is and will continue to be
substantially dependent on the abilities and performance of our executive
officers and other key employees. The loss of the services of any of our
executive officers or other key employees could have a material adverse effect
on our prospects, business development, and results of operations and financial
condition. Competition for senior management, experienced sales and marketing
personnel, qualified Web engineers and other employees is and is expected to
continue to be intense. There can be no assurance that we will be successful in
attracting and retaining such personnel. There can be no assurance that we may
not experience difficulty from time to time in hiring and retaining the
personnel necessary to support the growth of our business. Our failure to
successfully manage our personnel requirements would have a material adverse
effect on our business, results of operations and financial condition.

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

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

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

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

         A reduction in the performance, reliability or availability of our
systems will harm our ability to distribute our services to our users, as well



                                       27
<PAGE>

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. Although each of these employees is subject to a confidentiality
agreement, we may be unable to prevent the misappropriation of this information.
Our servers are vulnerable to computer viruses, physical or electronic break-ins
and similar disruptions, which could lead to interruptions, delays or loss of
data. We may be required to expend significant capital and other resources to
ensure adequate encryption and additional technologies to protect against
security breaches or to alleviate problems caused by any breach. If we fail to
provide adequate security measures to protect the confidential information or
our customers, our customers may refrain from using our services, potential
customers may not want to use our services, and as a result, our operating
results would be harmed.

DEPENDENCE ON LICENSED TECHNOLOGY

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


DEPENDENCE ON GROWTH IN INTERNET USE

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

      o  inadequate development of the network infrastructure,

      o  inadequate development of enabling technologies, and

      o  concerns about privacy and security among users.



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<PAGE>

RAPID TECHNOLOGICAL CHANGE

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

NEW SERVICE RISKS

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

RISKS ASSOCIATED WITH BRAND DEVELOPMENT

         We believe brand identity is important to attracting and expanding our
client base. We believe the significance of brand and name recognition will
intensify as the number of competing companies increases. We cannot assure you
that we will be able to develop our brand identity so as to gain any significant
market recognition.


GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

         We are not currently subject to direct regulation by any U.S. or
Canadian government agency, other than regulations applicable to businesses
generally. There are currently few laws or regulations directly applicable to
access to or commerce on the Internet. However, due to the increasing popularity
and use of the Internet, a number of legislative and regulatory proposals are
under consideration by U.S. and Canadian federal, state, provincial, local and
foreign governmental organizations. It is possible that a number of laws or
regulations may be adopted with respect to the Internet relating to such issues
as user privacy, user screening to prevent inappropriate uses of the Internet
by, for example, minors or convicted criminals, taxation, infringement, pricing,
content regulation, quality of products and services and intellectual property
ownership and infringement. The adoption of any such laws or regulations may
decrease the growth in the use of the Internet, which could, in turn, decrease
the demand for our services, increase our cost of doing business, or otherwise
have a material adverse effect on our business, results of operations and
financial condition.

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




                                       29
<PAGE>

         A number of legislative proposals have been made at the U.S. and
Canadian federal, state, provincial and local level that would impose additional
taxes on the sale of goods and services over the Internet and certain
jurisdictions have taken measures to tax Internet-related activities. The U.S.
Congress enacted the Internet Tax Freedom Act on October 21, 1998 which imposed
a national moratorium in the United States on state and local taxes on Internet
access services, on-line services, and multiple or discriminatory taxes on
electric commerce effective October 1, 1998 and ending October 21, 2001. This
moratorium has been extended until November 1, 2003. Various proposals are under
discussion regarding possible taxes subsequent to the expiration of the
moratorium. There can be no assurance thatsome type of U.S. federal and/or state
taxes will not be imposed upon Internet commerce, and there can be no assurance
that such legislation or other attempts at regulating commerce over the Internet
will not substantially impair the growth of our services on the Internet and as
a result, our opportunity to derive financial benefit from these activities may
be adversely affected.

         Due to the global nature of the Web, it is possible that, although our
transmissions over the Internet originate primarily in British Columbia, Canada,
the governments of various states in the United States and foreign countries
might attempt to regulate our transmissions or prosecute us for violations of
their laws. There can be no assurance that violations of local laws will not be
alleged or charged by state or foreign governments, that we might not
unintentionally violate such laws or that such laws will not be modified, or new
laws enacted, in the future. Any of the foregoing developments could have a
material adverse effect on our business, results of operations and financial
condition.

         In addition, as our services are available over the Internet in
multiple foreign countries, provinces, states and other jurisdictions, such
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in each of those jurisdictions. We are qualified to do
business only in British Columbia, and our failure to qualify as a foreign
corporation in a jurisdiction where we are required to do so could subject us to
taxes and penalties and could result in our inability to enforce contracts in
such jurisdictions. Any such new legislation or regulation, the application of
laws and regulations from jurisdictions whose laws do not currently apply to our
business, or the application of existing laws and regulations to the Internet
and other online services could have a material adverse effect on our business,
results of operations and financial condition.

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

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

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

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



                                       30
<PAGE>

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

RELIANCE ON INTELLECTUAL PROPERTY RIGHTS

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

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

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

         We cannot assure you that these measures will be adequate, that we will
be able to secure registrations for all of its marks in the U.S. or
internationally or that third parties will not infringe upon or misappropriate
our proprietary rights. Any infringement or misappropriation, or litigation
relating to intellectual property rights, may have a material adverse effect on
our business, financial condition and results of operations. 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 35% of our outstanding
shares of Common Stock. As a result, such persons could elect all the members of
our Board. Such persons could also control those actions requiring the approval
of the holders of a majority of our voting stock, including amendments to our
Articles of Incorporation and any business combinations. Such persons
concentration of ownership could prevent a change in control of our company that
might otherwise be beneficial to stockholders.



RISKS APPLICABLE TO THE MARKET FOR OUR COMMON STOCK


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

         Prior to January 4, 2000, there was no active public market for our
  Common Stock. Since then, our Common Stock has been quoted on the OTC Bulletin
  Board. There can be no assurance that an active trading market for our Common
  Stock will be sustained or that the market price of our Common Stock will not
  decline based upon market or other conditions. The market price may bear no



                                       31
<PAGE>

  relationship to our revenues, earnings, assets or potential and may not be
  indicative of our future business performance. The trading price of our Common
  Stock has been and can be expected to be subject to wide fluctuations in
  response to variations in our quarterly results of operations, the gain or
  loss of significant strategic relationships, unanticipated delays in our
  development, changes in estimates by analysts, announcements of technological
  innovations or new solutions by us or our competitors, general conditions in
  the technology and Internet sectors and in Internet-related industries, other
  matters discussed elsewhere in this report and other events or factors, many
  of which are beyond our control.

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

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






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<PAGE>



                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

During the quarter ended December 31, 2001, the Company issued the following
securities without registration under the Securities Act of 1933, as amended:


In October, 2001, the Company issued 100,000 shares of common stock to Donner
Corp. for financial consulting services.

In November, 2001, the Company issued 250,000 shares of common stock to Mr. John
Logan for sales consulting services.

In December, 2001, the Company issued 250,000 shares of common stock to a
private investor at $0.05 per share, for total proceeds to the Company of
$12,500.

The shares issued in the forgoing transactions were exempt from registration
pursuant to section 4(2) of the Securities Act of 1933, as amended . All of the
shares were issued for cash consideration, except for the 350,000 shares issued
for consulting services. The certificates for the shares bear legends indicating
the restrictions on transfer and stop transfer instructions have been placed
against the further transfer of the shares. No underwriter participated in the
sale of any of the shares.


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

         (a)      Exhibits

                  Exhibit Number    Description

                  None


         (b)      Reports on Form 8-K

                  The Registrant did not file any current reports on Form 8-K
                  during the quarter ended December 31, 2001.




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<PAGE>



                                   SIGNATURES

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

Date:    February 13, 2002               By:
                                              /s/ Brian Kathler
                                              -------------------------------
                                              President
                                              (Principal Executive Officer and
                                              Principal Accounting Officer)

















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