UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB/A





x
      QUARTERLY REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
      the
      quarterly period ended March 31, 2005





o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
      the
      transition period from _______ to ________





Commission
      file number: 0-28073





**VIZARIO,
      INC.**


(Exact
      Name of Small Business Issuer as Specified in Its Charter)





Nevada
            
            84-0920934(State
                or Other Jurisdiction
            
            (I.R.S.
                Employerof
                Incorporation or Organization)
            
            Identification
                No.)





7/f.,
                Hongjian Daxia, 30 Jiejinerlu, Shatou St.,
              Panyu
                District, Guangzhou GD China
            511490(Address
                of Principal Executive Offices)
            (Zip
                Code)





(86)2084801376


(Issuer's
      Telephone Number, Including Area Code)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.  Yes
o 
No
x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
x
      No o





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: As of October 19, 2007, the issuer had
      397,615,938 shares of its common stock issued and outstanding.





Transitional
      Small Business Disclosure Format (check one):  Yes xNo
o










TABLE
      OF
      CONTENTS





PART
                I - FINANCIAL INFORMATION
            
            F-1Item
                1. Financial Statements.Condensed
                Balance Sheets as of March 31, 2005 (unaudited) and December 31,
                2004
            
            F-1Condensed
                Statements of Operations as of March 31, 2005 (unaudited) and
                2004
            
            F-2Condensed
                Statements of Cash Flows as of March 31 2005 and 2004
                (unaudited)
            
            F-3Notes
                to Condensed Financial Statements
            
            F-4
                - F-9Item
                2. Management's Discussion and Analysis or Plan of
                Operation.
            
            1Item
                3. Controls and Procedures.
            
            5PART
                II - OTHER INFORMATION
            
            6Item
                1. Legal Proceedings.
            
            6Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds.
            
            6Item
                3. Defaults Upon Senior Securities.
            
            6Item
                4. Submission of Matters to a Vote of Security Holders.
            
            6Item
                5. Other Information.
            
            6Item
                6. Exhibits.
            
            6







Since
      this Quarterly Report on Form 10-QSB/A is being filed 32 months after its filing
      date, many of the events that would have been enumerated herein, particularly
      the parameters of our business model, have changed or were materially affected
      by the passage of time and/or events that occurred following the period ending
      March 31, 2005, the period of our last filing. Accordingly, in the interests
      of
      readability and the protection of investors, and in an effort towards presenting
      our business in its most accurate historical context, we have included relevant
      subsequent events in this Report that have occurred through the date of our
      last
      filing.





PART
      I.
      FINANCIAL INFORMATION





**ITEM
      1. FINANCIAL STATEMENTS.**


VIZARIO,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONDENSED
      BALANCE SHEETS


AS
      OF
      MARCH 31, 2005 AND DECEMBER 31, 2004





ASSETS





2005
            
            2004(unaudited)
            
            (audited)Current
              AssetsCash
            
            $
            11,302
            
            $
            -Total
                Assets
            
            
            11,302
            
            
            -





LIABILITIES
      AND STOCKHOLDERS' DEFICIT





2005
            
            2004Current
                LiabilitiesAccrued
                expenses
            
            $
            4,260
            
            $
            6,250Officer
                Loan Payable (Note 4)
            
            
            131,309
            
            
            137,210Note
                Payable (Note 10)
            
            
            5,000
            
            
            -Total
                Current Liabilities
            
            
            140,569
            
            
            143,460Total
                Liabilities
            
            
            140,569
            
            
            143,460Commitments,
                Contingencies and Other Matters (Note 9)Stockholders'
                Deficit (Note 7)Preferred
                stock - $0.001 par value; 5,000,000 authorized; 0 shares issued and
                outstandingat
                March 31, 2005 and December 31, 2004, respectively
            
            
            -
            
            
            -Common
                stock - $0.001 par value; 500,000,000 shares authorized; 40,949,272
                and
                15,949,272issued
                and outstanding at March 31, 2005 and December 31, 2004,
                respectively
            
            
            40,949
            
            
            15,949Additional
                paid in capital
            
            
            3,729,083
            
            
            3,704,083Deficit
                  accumulated during the development stage
            
            
            (3,899,299
            )
            
            (3,863,492
            )Total
                Stockholders' Deficit
            
            
            (129,267
            )
            
            (143,460
            )Total
                Liabilities and Stockholders' Deficit
            
            $
            11,302
            
            $
            -








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





F-1




VIZARIO,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONDENSED
      STATEMENTS OF OPERATIONS


(UNAUDITED)




Cumulative
                Period FromThree Months Ended
              March
                31,
            
            September
                30, 2002
              (inception
                of the development stage) to2005
            
            2004
            
            March
                31, 2005Net
                sales
            
            $
            -
            
            $
            -
            
            $
            -Cost
                of sales
            
            
            -
            
            
            -
            
            
            -Gross
                profit (loss)
            
            
            -
            
            
            -
            
            
            -Selling,
                general and administrative expense
            
            
            38,807
            
            
            3,113
            
            
            236,287Total
                operating expenses
            
            
            35,807
            
            
            3,113
            
            
            236,287Loss
                from operations
            
            
            (35,807
            )
            
            (3,113
            )
            
            (236,287
            )Other
                ExpensesGain
                on extinguishment of debt
            
            
            -
            
            
            -
            
            
            9,150Total
                Other Expenses
            
            
            -
            
            
            -
            
            
            9,150Net
                loss before taxes
            
            
            (35,807
            )
            
            (3,113
            )
            
            (227,137
            )Tax
                expense
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            $
            (35,807
            )
            $
            (3,113
            )
            $
            (227,137
            )Loss
                per common shareBasic
            
            $
            0.00
            
            $
            0.00
            
            
            (0.00
            )Diluted
            
            $
            0.00
            
            $
            0.00
            
            
            (0.00
            )Weighted-average
                shares used to compute:Basic
            
            
            31,929,003
            
            
            15,915,900Diluted
            
            
            31,929,003
            
            
            15,915,900







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





F-2




VIZARIO,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONDENSED
      STATEMENTS OF CASH FLOWS


(UNAUDITED)





Three
                Months Ended
              March
                31, 2005
            
            Three
                Months Ended
              March
                31, 2004
            
            Cumulative
                Period from September 30, 2002(inception
                of the development stage)toMarch
                31, 2005CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                Loss
            
            $
            (35,807
            )
            $
            (3,113
            )
            $
            (227,137
            )Adjustments
                to reconcile net loss tonet
                cash used in operating activities:Stock
                based Compensation
            
            
            20,000
            
            
            -
            
            
            20,000Gain
                on debt extinguishment
            
            
            -
            
            
            -
            
            
            9,150Changes
                in assets and liabilitiesAccrued
                expenses and accounts payable
            
            
            (1,990
            )
            
            -
            
            
            (7,020
            )NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (17,797
            )
            
            (3,113
            )
            
            (205,007
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from sale of common stock
            
            
            -
            
            
            -
            
            
            50,000Repayment
                of officer’s loan
            
            
            (5,901
            )
            
            -
            
            
            (5.901
            )Proceeds
                from note payable
            
            
            5,000
            
            
            -
            
            
            5,000Proceeds
                from officer’s loan
            
            
            30,000
            
            
            3,113
            
            
            167,210NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            29,099
            
            
            3,113
            
            
            216,309INCREASE
                IN CASH
            
            
            11,302
            
            
            -
            
            
            11,302CASH
                - BEGINNING OF PERIOD
            
            
            -
            
            
            -
            
            
            -CASH
                - END OF PERIOD
            
            $
            11,302
            
            $
            -
            
            $
            11,302-





Supplemental
                  disclosure:Cash
                  paid for interest
              
              $
              —
              
              $
              —
              
              $
              —Cash
                  paid for taxes
              
              $
              —
              
              $
              —
              
              $
              —NONCASH
                  INVESTING AND FINANCING ACTIVITIESConversion
                  of accounts payable and accrued expenses to common stock, and cancellation
                  of warrants
              
              $
              —
              
              $
              4,172
              
              $
              81,302Conversion
                  of debt to common stock
              
              $
              30,000
              
              $
              —
              
              
              30,000Conversion
                  of notes, advances and accrued expenses to common stock
              
              $
              —
              
              $
              —
              
              
              544,503Conversion
                  of Series A preferred stock, notes and accrued expenses to common
                  stock
              
              $
              —
              
              $
              —
              
              
              408,581


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




F-3




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**




**NOTE
      1 - BASIS OF PRESENTATION**





The
      unaudited interim consolidated financial statements and related notes have
      been
      prepared pursuant to the rules and regulations of the Securities and Exchange
      Commission (“SEC”). Accordingly, certain information and footnote disclosures
      normally included in complete financial statements prepared in accordance with
      accounting principles generally accepted in the United States have been omitted
      pursuant to such rules and regulations. The accompanying unaudited interim
      consolidated financials statements and related notes should be read in
      conjunction with the consolidated financial statements and notes thereto
      included in the Form 10-KSB for Vizario, Inc. filed for the year ended December
      31, 2004.




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




**Nature
      of Business**




Vizario,
      Inc., (the “Company”) is a Nevada corporation. The Company’s common stock, par
      value $0.001 per share, is quoted on the Pink Sheets market in the United States
      of America under the ticker symbol “VZRO”. As used herein, “Vizario,” “VZRO,”
“we,” ”us,” and “our” refer to Vizario, Inc.


Vizario
        is a development stage company as described by Statements of the Financial
        Accounting Standards Board No. 7 (“SFAS 7.”) SFAS 7 states that a business is
        considered to be in the development stage if it is devoting substantially
        all of
        its efforts to establishing a new business and either of the following
        conditions exists:
 
 1.
            Planned
                principal operations have not commenced. 2.
            Planned
                operations have commenced, but there has been no significant revenue
                therefrom. 
 The
        Company’s management believes the Company is a development stage entity as it is
        in the process of attempting to acquire assets, namely that of a potential
        albeit currently unidentified merger candidate, and is also exploring various
        forms of financing and capital structures in order to facilitate a possible
        merger with a merger candidate. The Company has considered SFAS 7, paragraph
        11,
        footnote 7, and has determined that the Company qualifies as a dormant entity
        which has been reactivated to undertake development stage operations, and
        as
        such, has determined September 30, 2002 to be the inception date of the
        development stage.
 
 The
        Company anticipates that after an exhaustive search, the Company’s management
        will have identified and entered into a letter of intent to merge with another
        company by the end of 2008, if not sooner. As of March 31, 2005, we had a
        total
        deficit of $227,137 from operations in pursuit of this objective.
  On
        May
        24, 2001, pursuant to a Stock Exchange Agreement and Plan of Reorganization
        (the
        "Agreement"), Vizario, Inc., formerly Gallagher Research Corporation (the
        "Company"), completed a merger with Wireless Web Data, Inc. ("WWDI"), a
        wholly-owned subsidiary of ImaginOn, Inc., a publicly-held Delaware corporation
        ("Imaginon"). Gallagher Research Corporation was incorporated in Colorado
        in
        1983 and was an independent oil and gas service firm that provided geological,
        geophysical and geochemical consulting services. WWDI, a development stage
        company, was formed as a Delaware corporation on July 17, 2000 by Imaginon
        for
        the purpose of continuing development and commercialization of internet and
        intranet database processing software for wireless applications. By July
        2002,
        both the Company and Imaginon had ceased operations and were dormant entities.
        The Company was not able to successfully market its wireless technology through
        WWDI as planned, and disposed of WWDI in September 2002.





The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the settlement of liabilities
      and commitments in the normal course of business. The Company has a
      deficit accumulated during the development stage of $3,899,299 as of March
      31, 2005.




The
      Company is exploring sources to obtain equity or debt financing. The Company
      intends to participate in one or more as yet unidentified business ventures,
      which management may select after reviewing the business opportunities for
      its
      profit or growth potential.




F-4




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**General
      Statement**





The
      SEC
      has issued Financial Reporting Release No. 60, “Cautionary Advice Regarding
      Disclosure About Critical Accounting Policies,” (“FRR 60”), suggesting that
      companies provide additional disclosure and commentary on their most critical
      accounting policies. In FRR 60, the SEC defined the most critical accounting
      policies as the ones that are most important to the portrayal of a company's
      financial condition and operating results, and require management to make its
      most difficult and subjective judgments, often as a result of the need to make
      estimates of matters that are inherently uncertain. The methods, estimates
      and
      judgments the Company uses in applying these most critical accounting policies
      have a significant impact on the results the Company reports in its financial
      statements. The Company believes that the critical accounting policies and
      procedures listed below, among others, affect its more significant judgments
      and
      estimates used in the preparation of the Company's consolidated financial
      statements.




**Use
      of Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements, as well as the reported amounts of revenues and expenses during
      the
      reporting period. Actual results could differ from those estimates. Estimates
      and assumptions are periodically reviewed and the effects of revisions are
      reflected in the consolidated financial statements in the period they are
      determined to be necessary.




**Stock-Based
      Compensation**





The
      Company will apply the recognition and measurement principles of Accounting
      Principles Board Opinion No. 25, *Accounting
      for Stock Issued to Employees* , and
      related Interpretations in accounting for those plans through June 30,
      2005.





In
      December 2004, the Financial Accounting Standards Board ("FASB") issued
      Statement of Accounting Standards No. 123(R), *Share-Based Payment,* which
      establishes accounting standards for transactions in which an entity receives
      employee services in exchange for (a) equity instruments of the entity or
      (b) liabilities that are based on the fair value of the entity's equity
      instruments or that may be settled by the issuance of equity instruments.
      Effective July 1, 2005, the Company will adopt SFAS 123(R), which requires
      the
      Company to recognize the grant-date fair value of stock options and equity
      based
      compensation issued to employees in the statement of operations. The statement
      also requires that such transactions be accounted for using the fair-value-based
      method, thereby eliminating use of the intrinsic method of accounting in APB
      No. 25, *Accounting for Stock Issued to Employees,* which
      was permitted under Statement No. 123, as originally issued.




F-5




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**




**NOTE
      3 - GOING CONCERN**


The
        Company’s financial statements have been prepared on a going concern basis,
        which contemplates continuity of operations, realization of assets and
        liquidation of liabilities in the normal course of business. The Company
        had
        cumulative losses of $3,899,299 as of March 31, 2005 and negative cash flows
        from operations during the three months ending March 31, 2005 of $17,797.
        The
        Company continues to incur expenses as a result of being a public company
        and
        also during its search for a merger candidate. The ability of the Company
        to
        operate as a going concern depends upon its ability to obtain outside sources
        of
        working capital and/or generate positive cash flow from operations. Management
        is aware of these requirements and is undertaking specific measures to address
        these liquidity concerns. Specifically, the Company has refocused its efforts
        on
        suitable merger candidates. The Company believes its outlook is promising
        and in
        particular that internal cashflows will improve and sources of external
        financing will continue to be available upon demand. Notwithstanding the
        foregoing, there can be no assurance that the Company will be successful
        in
        obtaining such financing, that it will have sufficient funds to execute its
        business plan or that it will generate positive operating results. The financial
        statements do not include any adjustments relating to the recoverability
        and
        classification of asset carrying amounts or the amount and classification
        of
        liabilities that might result should the Company be unable to continue as
        a
        going concern.
  **NOTE 4
        - OFFICER LOAN PAYABLE**





The
      table
      below details transactions related to the loan payable to the Company's former
      Chief Executive Officer, Stephen Siedow, during the nine months ended March
      31,
      2005:





**2005**Beginning
                balance (payable) receivable
            
            $
            137,210Conversion
                of debt to common stock
            
            
            (30,000
            )Advances
                from officer
            
            
            30,000Payments
            
            
            (5,901
            )Ending
                balance (payable) receivable
            
            $
            131,309





**NOTE 5
      - INCOME TAXES**





The
      FASB
      has issued Statement of Financial Accounting Standards No. 109 (“SFAS 109”),
“Accounting for Income Taxes”, which requires the asset and liability method of
      accounting for income taxes. Under the asset and liability method, deferred
      income taxes are recognized for the tax consequences of “temporary differences”
by applying enacted statutory tax rates applicable to future years to
      differences between the financial statement carrying amounts and the tax basis
      of existing assets and liabilities.





The
      Company's net deferred tax asset as of March 31, 2005 and December 31, 2004
      consisted of the following:




March
                31, 2005
            
            December
                31, 2004Net
                operating loss carryforward
            
            $
            174,000
            
            $
            160,000Valuation
                allowance
            
            
            (174,000
            )
            
            (160,000
            )Net
                deferred tax asset
            
            $
            0
            
            $
            0




The
      components of current income tax expense as of March 31, 2005 and December
      31,
      2004 consisted of the following:





March
                31, 2005
            
            December
                31, 2004Current
                federal tax expense
            
            $
            -
            
            $
            -Current
                state tax expense
            
            
            -
            
            
            -Change
                in NOL benefits
            
            
            14,400
            
            
            2,100Change
                in valuation allowance
            
            
            (14,400
            )
            
            (2,100
            )Income
                tax expense
            
            $
            -
            
            $
            -





The
      following is a reconciliation of the provision for income taxes at the United
      States federal income tax rate to the income taxes reflected in the Statement
      of
      Operations:





March
                31, 2005
            
            December
                31, 2004Tax
                expense (credit) at statutory rate-federal
            
            
            (35%
            )
            
            (15%
            )State
                tax expense net of federal tax
            
            
            (6%
            )
            
            (6%
            )Changes
                in valuation allowance
            
            
            41%
            
            
            21%Tax
                expense at actual rate
            
            
            0%
            
            
            0%





F-6




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**NOTE 6
      - RELATED PARTY TRANSACTIONS**





On
      March
      23, 2005, the Company issued 25,000,000 shares of its common stock to the
      Company’s president upon the conversion of Stephen Siedow’s loan
      payable/receivable totaling $30,000 for services to be rendered by Stephen
      Siedow valued at $20,000.





The
      Company's headquarters were located at premises owned by Stephen Siedow. No
      rent
      is charged for maintaining the office at this location. The criteria under
      accounting principles generally accepted in the United States necessary to
      record contributed facilities within these financial statements were not met.
      Therefore, the Company has not recorded a value associated with this
      benefit.





**NOTE 7
      - STOCKHOLDERS' DEFICIT**





An
      Information Statement was mailed to the Company's stockholders on April 15,
      2005. The Information Statement was furnished to the holders of the Company's
      common stock on behalf of the Company in connection with a proposed amendment
      to
      the Company's Certificate of Incorporation to increase the number of authorized
      shares of common stock from 50,000,000 to 500,000,000. This amendment was
      approved by the written consent of persons holding 25,420,000 shares, which
      was
      a majority of the 40,949,272 outstanding shares.




Employee
      stock compensation plans:


The
        Company has adopted the 1997 Employee Stock Compensation Plan (the "ESC Plan")
        and the 1997 Compensatory Stock Option Plan (the "CSO Plan") for its employees,
        officers, directors and advisors. The Company has reserved a maximum of
        1,500,000 shares of common stock to be issued under the ESC Plan and 1,000,000
        shares of common stock to be issued upon exercise of options granted under
        the
        CSO Plan. No options are outstanding at March 31, 2005 and December 31, 2004,
        respectively.


F-7




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**NOTE 8
      - LOSS PER SHARE**




The
      Company utilizes SFAS No. 128, "Earnings per Share" to calculate gain/loss
      per
      share. Basic earnings/loss per share is computed by dividing the earnings/loss
      available to common stockholders (as the numerator) by the weighted-average
      number of common shares outstanding (as the denominator). Diluted earnings/loss
      per share is computed similar to basic earning/loss per share except that the
      denominator is increased to include the number of additional common shares
      that
      would have been outstanding if all potential common stock (including common
      stock equivalents) had all been issued, and if such additional common shares
      were dilutive.





**For the three months ended March 31****2005**
            
            **2004****Basic
                loss per common share computation**Net
                loss available to common stockholders
            
            $
            (35,807
            )
            $
            (3,113
            )**Weighted-
                average shares used to compute:**Basic
                earnings per share
            
            
            31,929,003
            
            
            15,915,900**Earnings
                (loss) per share of common stock:**Basic
            
            $
            0.00
            
            $
            0.00







**For the three months ended March 31****2005**
            
            **2004****Dilutive
                earning (loss) per common share computation**Net
                earnings (loss) available to common stockholders
            
            $
            (35,807
            )
            $
            (3,113
            )**Weighted-
                average shares used to compute:**Basic
                earnings per share
            
            
            31.929,003
            
            
            15,915,900Dilutive
                effect of warrants
            
            
            Anti-dilutive
            
            
            Anti-dilutiveDilutive
                weighted earnings per share
            
            
            31,929,003
            
            
            15,915,900**Earnings
                (loss) per share of common stock:**Assuming
                dilution
            
            $
            0.00
            
            $
            0.00





F-8




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**




**NOTE 8
      - LOSS PER SHARE (CONTINUED)**





Under
      SFAS No. 128, where there is a loss, the inclusion of additional common shares
      is anti-dilutive (since the increased number of shares reduces the per share
      loss available to common stock holders), and if the additional common shares
      are
      anti-dilutive, they are not added to the denominator in the calculation. For
      periods where the additional common shares are anti-dilutive, the following
      common stock equivalents have been excluded from the calculation of diluted
      loss
      per share:





**Three months ended**
            
            **Three months ended****March 31, 2005**
            
            **March 31, 2004**Warrants
            
            
            2,500,000
            
            
            2,500,000Total
            
            
            2,500,000
            
            
            2,500,000




**NOTE 9
      - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS**




As
      of the
      date of this report, the Company was not aware of any threatened or pending
      legal proceedings against it.





**NOTE 10
      - NOTE PAYABLE**




An
      unsecured note payable to Free Productions, Ltd (“Free Productions”), a company
      organized in Hong Kong, China, for $5,000 remained outstanding as of March
      31,
      2005. The funds were advanced to the Company by Free Productions on February
      22,
      2005 for working capital purposes. Repayment terms are unscheduled.





F-9




**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION.**





Cautionary
      Statement Concerning Forward-Looking Statements





This
      report contains forward-looking statements that involve risks and uncertainties.
      We generally use words such as "believe," "may," "could," "will," "intend,"
      "expect," "anticipate," "plan," and similar expressions to identify
      forward-looking statements. You should not place undue reliance on these
      forward-looking statements. Our actual results could differ materially from
      those anticipated in the forward-looking statements for many reasons, including:
      our ability to continue as a going concern; adverse economic changes affecting
      markets we serve; competition in our markets and industry segments; our timing
      and the profitability of entering new markets; greater than expected costs,
      customer acceptance of our products or difficulties related to our integration
      of the businesses we may acquire; and other risks described in our annual report
      on Form 10-KSB and elsewhere in this report. Although we believe the
      expectations reflected in the forward-looking statements are reasonable, they
      relate only to events as of the date on which the statements are made, and
      our
      future results, levels of activity, performance or achievements may not meet
      these expectations. We do not intend to update any of the forward-looking
      statements after the date of this document to conform these statements to actual
      results or to changes in our expectations, except as required by
      law.





Overview





The
      following discussion regarding our financial condition and results of operations
      should be read in conjunction with the financial statements and related notes
      contained in Item 1 of Part I of this Form 10-QSB/A, as well as the financial
      statements in Item 7 of Part II of our Form 10-KSB for the fiscal year ended
      December 31, 2004.





**MANAGEMENT’S
      DISCUSSION AND ANALYSIS**





BACKGROUND





Vizario,
      Inc., a Nevada corporation, is the successor to Gallagher Research Corporation
      ("GRC" or the “Company”). GRC was incorporated on April 2, 1999, for the purpose
      of entering into a merger with and reincorporating its predecessor, Gallagher
      Research and Development Company ("GRDC"), a Colorado corporation organized
      on
      July 27, 1983. GRDC was an independent oil and gas service firm that provided
      geological, geophysical and geochemical services in North America and
      internationally. Subsequently, GRC developed a new business plan to either
      acquire a small to medium-size business (or its assets) actively engaged in
      a
      business generating revenues or having immediate prospects of generating
      revenues, or to originate a business.





On
      May
      24, 2001, Vizario entered into a Stock Exchange Agreement and Plan of
      Reorganization (the "Agreement") with Imaginon, Inc., a Delaware corporation
      ("Imaginon") and Wireless Web Data, Inc., a Delaware corporation wholly-owned
      by
      Imaginon ("WWDI"). WWDI was formed in July of 2000 to develop and commercialize
      a new application of Imaginon's technology targeted at wireless Web data
      acquisition, formatting and delivery. By July 2002, both the Company and
      Imaginon had ceased operations and were dormant entities. The Company was not
      able to successfully market its wireless technology through WWDI as planned,
      and
      disposed of WWDI in September 2002.





**CRITICAL
      ACCOUNTING POLICIES**





**Cash
      and Cash Equivalents**





For
      purposes of reporting cash flows, we consider all highly liquid debt instruments
      purchased with maturity of three months or less to be cash
      equivalents.





1




**Use
      of Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements, as well as the reported amounts of revenues and expenses during
      the
      reporting period. Actual results could differ from those estimates. Estimates
      and assumptions are periodically reviewed and the effects of revisions are
      reflected in the consolidated financial statements in the period they are
      determined to be necessary.




**Fair
      Value of Financial Instruments**




Statement
      of Financial Accounting Standards No. 107, "Disclosures About Fair Value of
      Financial Instruments," requires disclosure of the fair value of certain
      financial instruments. The carrying value of cash and cash equivalents, accounts
      receivable, accounts payable and short-term borrowings, as reflected in the
      balance sheets, approximate fair value because of the short-term maturity of
      these instruments.




**Concentrations
      of Credit Risk**




Financial
      instruments and related items, which potentially subject us to concentrations
      of
      credit risk, consist primarily of cash and cash equivalents. We place our cash
      and temporary cash investments with credit quality institutions. At times,
      such
      investments may be in excess of the FDIC insurance limit.




**Income
      Taxes**





We
      use
      the asset and liability method of accounting for income taxes. The asset and
      liability method accounts for deferred income taxes by applying enacted
      statutory rates in effect for periods in which the difference between the book
      value and the tax bases of assets and liabilities are scheduled to reverse.
      The
      resulting deferred tax asset or liability is adjusted to reflect changes in
      tax
      laws or rates. We record a valuation allowance for any deferred tax allowance
      that we believe will not be realized.





**Advertising**




We
      expense all advertising costs as incurred.




**Net
      Loss per Common Share**





We
      utilize SFAS No. 128, “Earnings per Share” to calculate earnings/loss per share.
      Basic earnings/loss per share is computed by dividing the earnings/loss
      available to common stockholders (as the numerator) by the weighted-average
      number of common shares outstanding (as the denominator). Diluted earnings/loss
      per share is computed similar to basic earnings/loss per share except that
      the
      denominator is increased to include the number of additional common shares
      that
      would have been outstanding if all potential common stock (including common
      stock equivalents) had all been issued, and if such additional common shares
      were dilutive. Under SFAS No. 128, if the additional common shares are dilutive,
      they are not added to the denominator in the calculation. Where there is a
      loss,
      the inclusion of additional common shares is anti-dilutive (since the increased
      number of shares reduces the per share loss available to common stock
      holders).




2




**Stock-Based
      Compensation**





We
      will
      apply the recognition and measurement principles of Accounting Principles Board
      Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      related Interpretations in accounting for those plans through June 30,
      2005.





In
      December 2004, the FASB issued Statement of Accounting Standards
      No. 123(R), *Share-Based Payment,* which
      establishes accounting standards for transactions in which an entity receives
      employee services in exchange for (a) equity instruments of the entity or
      (b) liabilities that are based on the fair value of the entity’s equity
      instruments or that may be settled by the issuance of equity instruments.
      Effective July 1, 2005, we will adopt SFAS 123(R), which requires us to
      recognize the grant-date fair value of stock options and equity based
      compensation issued to employees in the statement of operations. The statement
      also requires that such transactions be accounted for using the fair-value-based
      method, thereby eliminating use of the intrinsic method of accounting in APB
      No. 25, *Accounting for Stock Issued to Employees,* which
      was permitted under Statement No. 123, as originally issued.




**Reclassifications**




Certain
      reclassifications have been made to the 2004 financial statements to conform
      to
      classifications used in the 2005 financial statements.





**RESULTS
      OF OPERATIONS**





***General
      and administrative expenses***





During
      the three months ended March 31, 2005 and 2004, Vizario incurred general and
      administrative expenses of $35,807 and $3,113, respectively. General and
      administrative expenses related primarily to accounting and legal fees,
      miscellaneous filing fees, office costs and supplies and other miscellaneous
      expenses.





***Net
      loss available to common stockholders***





During
      the three months ended March 31, 2005 and 2004, Vizario incurred net losses
      of
      $35,807 and $3,113, respectively. During
      the three months ended March 31, 2005 and 2004, the Company had no significant
      operations. Expenses associated with the legal and accounting obligations of
      an
      SEC registrant were the only significant expenses incurred in both
      periods.





**LIQUIDITY
      AND CAPITAL RESOURCES**





Vizario
      had $11,302 of cash on hand at the end of the quarter and had no other assets
      to
      meet ongoing expenses. Since its inception, Vizario has a deficit accumulated
      during the development stage of $3,899,299.





Vizario
      has no commitment for any capital expenditures and does not forese any in the
      near future. However, Vizario will incur fees and expenses associated with
      maintaining compliance with the SEC. Additionally, it is likely the Company
      will
      incur expenses associated with its search and review of possible acquisitions.
      If an acquisition or other significant corporate transaction is contemplated,
      then other fees and expenses will be incurred. The Company’s cash needs in the
      next twelve months did not exceed $200,000.




Vizario's
      current management has agreed to continue rendering services to Vizario and
      to
      not demand payment of sums owed unless and until Vizario completes an
      acquisition. The terms of any such payment will be negotiated with the
      principals of any business acquired. The existence and amounts of Vizario's
      liabilities may make it more difficult to complete, or prevent completion of,
      a
      desirable acquisition. In addition, offices are provided to Vizario by its
      majority stockholder without charge.




3




Vizario
      will only be able to pay its future debts and meet operating expenses by raising
      additional funds, acquiring a profitable company or otherwise generating
      positive cash flow. As a practical matter, Vizario is unlikely to generate
      positive cash flow by any means other than acquiring a company with positive
      cash flow. Vizario believes that management members or stockholders will loan
      funds to Vizario as needed for operations prior to completion of an acquisition.
      Management and the stockholders are not obligated to provide funds to Vizario,
      however, and it is not certain they will always want or be financially able
      to
      do so. Vizario stockholders and management members who advance money to Vizario
      to cover operating expenses will expect to be reimbursed, either by Vizario
      or
      by the company acquired, prior to or at the time of completing a combination.
      Vizario has no intention of borrowing money to reimburse or pay salaries to
      any
      Vizario officer, director or stockholder or their affiliates. There currently
      are no plans to sell additional securities of Vizario to raise capital, although
      sales of securities may be necessary to obtain needed funds. Vizario's current
      management has agreed to continue its services to Vizario and to accrue sums
      owed for services and expenses and expect payment reimbursement
      only.





Should
      existing management or stockholders refuse to advance needed funds, Vizario
      would be forced to turn to outside parties to either loan money to Vizario
      or
      buy Vizario securities. There is no assurance however that Vizario will be
      able
      to raise necessary funds from outside sources. Such a lack of funds could result
      in severe consequences to Vizario, including, among other things:





(1)
      Failure to make timely filings with the SEC as required by the Securities
      Exchange Act of 1934 (the “Exchange Act”), which also likely would result in
      suspension of trading or quotation in Vizario's stock and could result in fines
      and penalties to Vizario under the Exchange Act;




(2)
      Curtailing or eliminating Vizario's ability to locate and perform suitable
      investigations of potential acquisitions; or





(3)
      Inability to complete a desirable acquisition due to lack of funds to pay legal
      and accounting fees and acquisition-related expenses.





**GOING
      CONCERN OPINION**





We
      have
      limited capital resources and require additional funding to sustain our
      operations, accomplish our growth objectives and market our planned products
      and
      services. Our continued existence is dependent upon several factors, primarily
      our ability to attain a substantial base of subscribers to our web-based mobile
      asset management system and to raise additional capital. We may not be
      successful in our efforts to generate operating cash flows through the execution
      of our business plan or be able to raise the capital we need to sustain our
      operations. As a result, our independent certified public accountants have
      stated in their report included in our December 31, 2004 Form 10-KSB, that
      we
      have recurring operating losses and a lack of working capital. These factors,
      among others, raise substantial doubt about our ability to continue as a going
      concern.





**PLAN
      OF OPERATION**





Vizario
      owns no real assets and has no full time employees. Vizario has not had any
      operations since June 2002 and will not have any operations of its own unless
      and until it engages in one or more of the activities described
      below.





Vizario
      is a "blank check" company that intends to enter into a business combination
      with one or more as yet unidentified privately held businesses.





Vizario
      will not be restricted in its search for business combination candidates to
      any
      particular geographical area, industry or industry segment, and may enter into
      a
      combination with a private business engaged in any line of business, including
      service, finance, mining, manufacturing, real estate, oil and gas, distribution,
      transportation, medical, communications, high technology, biotechnology or
      any
      other. Management's discretion is, as a practical matter, unlimited in the
      selection of a combination candidate. The management of Vizario will seek
      combination candidates in the United States and other countries, as available
      time and resources permit, through existing associations and by word of mouth.
      This plan of operation has been adopted in order to attempt to create value
      for
      Vizario's stockholders. For further information on Vizario's plan of operation
      and business, please consult Vizario's FORM 10-KSB available on the EDGAR system
      of the SEC.




4




Vizario
      does not intend to do any product research or development. Vizario does not
      expect to buy or sell any real estate, plant or equipment except as such a
      purchase might occur by way of a business combination that is structured as
      an
      asset purchase, and no such asset purchase currently is anticipated. Similarly,
      Vizario does not expect to add additional employees or any full-time employees
      except as a result of completing a business combination, and any such employees
      likely will be persons already employed by the company acquired.





**COMPETITION**





Vizario
      will be in direct competition with many entities in its efforts to locate
      suitable business opportunities. Included in the competition will be business
      development companies, venture capital partnerships and corporations, small
      business investment companies, venture capital affiliates of industrial and
      financial companies, broker-dealers and investment bankers, management and
      management consultant firms and private individual investors. Most of these
      entities will possess greater financial resources and will be able to assume
      greater risks than those which Vizario, with its limited capital, could
      consider. Many of these competing entities will also possess significantly
      greater experience and contacts than Vizario's Management. Moreover, Vizario
      also will be competing with numerous other blank check companies for such
      opportunities.





**EMPLOYEES**





Vizario
      has no employees. Vizario only has one officer, who is also the sole director
      of
      the Company. It is not expected that Vizario will have additional full-time
      or
      other employees except as a result of completing a combination.





**OFF-BALANCE
      SHEET ARRANGEMENTS**





At
      March
      31, 2005, we do not have any off-balance sheet arrangements.





**ITEM
      3. CONTROLS AND PROCEDURES.**





**DISCLOSURE
      CONTROLS AND PROCEDURES**




Our
      management evaluated, with the participation of our Chief Executive
      Officer/Interim Chief Financial Officer, the effectiveness of our disclosure
      controls and procedures as of the end of the period covered by this Quarterly
      Report on Form 10-QSB. Based on this evaluation, our Chief Executive
      Officer/Interim Chief Financial Officer has concluded that our disclosure
      controls and procedures are effective to ensure that information we are required
      to disclose in reports that we file or submit under the Exchange Act (i) is
      recorded, processed, summarized and reported within the time periods specified
      in SEC rules and forms and (ii) is accumulated and communicated to our
      management, including our Chief Executive Officer/Interim Chief Financial
      Officer, as appropriate to allow timely decisions regarding required disclosure.
      Our disclosure controls and procedures are designed to provide reasonable
      assurance that such information is accumulated and communicated to our
      management. Our disclosure controls and procedures include components of our
      internal control over financial reporting. Management's assessment of the
      effectiveness of our internal control over financial reporting is expressed
      at
      the level of reasonable assurance that the control system, no matter how well
      designed and operated, can provide only reasonable, but not absolute, assurance
      that the control system's objectives will be met.





5




**CHANGES
      IN INTERNAL CONTROL** **OVER
      FINANCIAL REPORTING** ****




There
      was
      no change in our internal controls, which are included within disclosure
      controls and procedures, during our most recently completed fiscal quarter
      that
      has materially affected, or is reasonably likely to materially affect, our
      internal controls.




**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS.**





In
      the
      ordinary course of business, we may be involved in legal proceedings from time
      to time. Although occasional adverse decisions or settlements may occur, we
      believe that the final disposition of such matters will not have material
      adverse effect on our financial position, results of operations or liquidity.
      We
      will seek to minimize disputes with our customers but recognize the
      inevitability of legal action in today's business environment as an unfortunate
      price of conducting business.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES.**





None





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES.**





None.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





None.





**ITEM
      5. OTHER INFORMATION.**





None.





**ITEM
      6. EXHIBITS.**




EXHIBIT
                NO.
            
            IDENTIFICATION
                OF EXHIBIT31.1
            
            Certification
                of the Principal Executive Officer (attached hereto).32.1
            
            Certification
                by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                (attached hereto).





SIGNATURES





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





VIZARIO,
                INC.(Registrant)Date:
                January XX, 2008
            /s/
                Kelly
                YangKelly
                YangChief
                Executive Officer, Interim ChiefFinancial
                Officer and Principal Accounting
                Officer




6