U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              AMENDMENT NUMBER 1 TO


                                   FORM 10-KSB
     (Mark  One)

          [X]     ANNUAL  REPORT  UNDER  SECTION  13  OR 15(d) OF THE SECURITIES
                  EXCHANGE  ACT  OF  1934

                  For  fiscal  year  ended:  December  31,  2003
                                             -------------------

OR

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

                   For the transition period from  ______________to ____________

           Commission  file  number          333-75956
                                             ---------

                                NS8 Corporation
                                ----------------
        (Exact Name Of Small Business Issuer As Specified In Its Charter)

           Delaware                                       13-4142621
           --------                                   -----------------
(State or Other Jurisdiction Of                (IRS Employer Identification No.)
Incorporation or Organization)

     Two Union Square Center, 601 Union Street, Suite 4200, Seattle, WA  98101
    ---------------------------------------------------------------------------
     (Address of Principal Executive Offices)                         (Zip Code)

     Issuer's  Telephone  Number  (206)  652-3338
                                  ------------------------

Securities  registered  under  section  12(b)  of  the  Act:  None
                                                              ----

Securities  registered  under  section  12(g)  of  the  Act:  None
                                                              ----

     Check  whether the registrant (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 [X]   No
[  ]

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  regulation  S-B  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this form 10-KSB
or  any  amendment  to  this  form  10-KSB.   [X]

     State  registrant's  revenues  for  its  most  recent  fiscal  year:  $  0
                                                                          ------


<PAGE>

     As  of  March  1,  2004,  there  were 88,253,680 shares of the registrant's
common stock, par value $0.0001 issued and outstanding.  Of these, approximately
15,250,000 shares are unrestricted and held by non-affiliates of the registrant.
The  market  value  of  securities  held  by  non-affiliates  is  approximately
$18,452,500  based  on  the  average  closing  bid  and  asked  bid price of the
registrant's  common  stock  on  March  1,  2004.

Transitional  small  business  disclosure  format  (check  one):
Yes  [  ];   No  [x]

Documents  Incorporated  By  Reference:  None
                                         ----


                                        2
<PAGE>

<TABLE>
<CAPTION>
TABLE  OF  CONTENTS

Item  Number  And  Caption                                                  Page
--------------------------                                                  ----
<S> <C>          <C>                                                        <C>
Forward-Looking  Statements                                                   4
  PART  I                                                                     5
    ITEM  1.     Description  Of  Business                                    5
    ITEM  2.     Description  Of  Property                                   12
    ITEM  3.     Legal  Proceedings                                          13
    ITEM  4.     Submission of Matters to  a  Vote  of  Security  Holders    13
  PART  II                                                                   13
    ITEM  5.     Market for Common Equity and Related Stockholder Matters    13
    ITEM  6.     Management's Discussion and Analysis of Financial Condition
                 and Results  of  Operations                                 15
    ITEM  7.     Financial  Statements                                       17
    ITEM  8.     Changes In And Disagreements With Accountants On Accounting
                 And Financial  Disclosure                                   18
    ITEM  8A     Controls  and  Procedures                                   19
  PART  III                                                                  19
    ITEM  9.     Directors,  Executive  Officers, Promoters And Control
                 Persons; Compliance With Section 16(a) Of The Exchange Act  19
    ITEM  10.    Executive  Compensation                                     25
    ITEM  11.    Security Ownership Of Certain Beneficial Owners And
                 Management                                                  30
    ITEM  12.    Certain  Relationships  And  Related  Transactions          32
    ITEM  13.    Exhibits,  List  And  Reports  On  Form  8-K                33
    ITEM  14.    Principal  Accountant  Fees  and  Services                  34
</TABLE>


                                        3
<PAGE>

FORWARD-LOOKING  STATEMENTS

     Except  for  historical  information,  this report contains forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933 and
Section  21E  of  the  Securities  Exchange  Act  of 1934.  Such forward-looking
statements  involve  risks  and  uncertainties,  including,  among other things,
statements  regarding  our  business  strategy,  future revenues and anticipated
costs  and  expenses.  Such  forward-looking  statements  include, among others,
those  statements  including  the  words  "expects,"  "anticipates,"  "intends,"
"believes"  and  similar  language.  Our actual results may differ significantly
from  those  projected  in  the  forward-looking statements.  Factors that might
cause  or  contribute to such differences include, but are not limited to, those
discussed  in  the  section  "Management's  Discussion and Analysis of Financial
Condition  and  Results  of Operations" and "Business-Risk Factors".  You should
carefully  review  the  risks  described in other documents we file from time to
time  with  the  Securities  and  Exchange Commission.  You are cautioned not to
place  undue  reliance on the forward-looking statements, which speak only as of
the  date  of  this  report.  We undertake no obligation to publicly release any
revisions  to  the forward-looking statements or reflect events or circumstances
after  the  date  of  this  document.


                                        4
<PAGE>

PART  I

ITEM  1.     Description  of  Business

CORPORATE  HISTORY

     NS8  Corporation  ("NS8Corp",  the  "Company"  or  the  "Registrant"),  was
incorporated  under  the  name  Delivery  Now  Corp. in the State of Delaware on
October  3,  2000.

     Until  December  17, 2003, the Company, through its wholly owned subsidiary
BMW Messenger Services, Inc. ("BMW"), delivered envelopes by bike messengers and
packages  by  van  in  the  New York City metropolitan area.  BMW received phone
calls  from customers seeking such deliveries and then dispatched its messengers
via  two-way radio to deliver the envelopes and packages via bicycle or van. BMW
obtained  these job orders through referrals from existing customers and through
its  sales  force.

     BMW  was formed on September 23, 1999 in the State of New York and operated
as  an S Corporation from inception through October 3, 2000 when it was acquired
by  the  Company.  On  October 3, 2000 the Company acquired 100% of BMW's common
stock  in  exchange  for  2,500,000 shares of the Company's common stock. At the
time  of  the transaction Michael Conte was the sole shareholder of the Company.

     On  December  17,  2003,  the  Company changed its name to NS8 Corporation.

     On  December  18,  2003,  the  Company  discontinued the messenger delivery
service  business  in  connection  with  the merger transaction described below.

MERGER  WITH  CANONLINE  GLOBAL  MEDIA,  INC.

     On  November  3,  2003,  Registrant  entered in to an Agreement and Plan of
Merger (the "Merger Agreement") with CanOnline Global Media, Inc. ("CanOnline"),
a Washington corporation, and DLVN Acquisition, Inc. ("Acquisition Subsidiary"),
a Delaware corporation.  Acquisition Subsidiary was a wholly owned subsidiary of
Registrant  prior  to  the  transaction.

     On  December 18, 2003 the transactions contemplated by the Merger Agreement
closed, and a merger (the "Merger") was effected among Registrant, CanOnline and
Acquisition  Subsidiary

     Pursuant  to  the  Merger  Agreement, (i) Acquisition Subsidiary was merged
into  CanOnline  with  CanOnline  becoming  the  surviving corporation, (ii) the
holders  of  the  66,670,346  shares  of issued and outstanding CanOnline common
stock  exchanged  their CanOnline common stock for shares of Registrant's common
stock  at  a  one for one ratio, receiving in the aggregate 66,670,346 shares of
Registrant's  common  stock  in  exchange  for  their shares of CanOnline common
stock, (iii) the holders of options to acquire an aggregate of 14,886,702 shares
of  CanOnline's  common  stock  exchanged  their  options for options to acquire
Registrant  common  stock  at  a  one  for one ratio, receiving in the aggregate
options  to  acquire  14,886,702  shares of Registrant common stock, and the 100
shares of Common Stock of Acquisition Subsidiary issued and outstanding prior to


                                        5
<PAGE>

the  Merger  were  converted  into  100  shares  of CanOnline common stock, with
CanOnline  becoming  a  wholly  owned  subsidiary  of  Registrant.

     Simultaneously  with  the closing of the Merger, Registrant transferred all
of  the  issued  and  outstanding  stock  of  its  wholly  owned subsidiary, BMW
Messenger Service, Inc. ("BMW"), to Michael Conte and Brian Seinwels in exchange
for  24,950,000  shares of Registrant's common stock.  Mr. Conte was a director,
CEO  and  president  of  Registrant  and  Mr.  Seinwels  was a Vice President of
Registrant  until  the  closing  of the Merger.  These shares were cancelled and
restored  to  Registrant's  authorized  and  unissued  capital  stock.

     Prior  to  the  Merger,  Registrant's operations consisted primarily of the
messenger  delivery service conducted by BMW.  This business is now wholly owned
by  Mr.  Conte  and  Mr.  Seinwels,  and  is  no  longer operated by Registrant.
Registrant's  primary  operation  now  consists  of the operations of CanOnline.

     The  determination  of  the  number  of  shares  of Registrant common stock
exchanged  for  the  CanOnline  common  stock  was  determined  in  arms  length
negotiations  between  the  Boards of Directors of Registrant and CanOnline. The
negotiations  took  into  account  the  value of CanOnline's financial position,
results  of  operations,  products,  prospects  and  other  factors  relating to
CanOnline's  business.  At  the  time  of  the  Merger,  there  were no material
relationships between CanOnline and the Registrant or any of its affiliates, any
director  or  officer of the Registrant, or any associate of any such officer or
director.

     The  determination  of  the  number  of shares of Registrant's common stock
transferred to Registrant in exchange for the BMW common stock was determined by
the Board of Directors of Registrant, which included Mr. Conte and Mr. Seinwels.
This  transaction  was  approved  and  ratified  by  the  Board  of Directors of
CanOnline,  who  were  independent  with  respect  to  this  transaction.

     The  exchange  of  CanOnline shares for Registrant's shares was exempt from
the  registration  requirements of the Securities Act of 1933, as amended, under
section  4(2)  of  that  Act.

GENERAL

     NS8's corporate offices are located in Seattle Washington. Its research and
development  facilities  are  located  in British Columbia Canada and additional
sales  offices are located in Edina, Minnesota. NS8Corp is a technology research
and  development  company that has developed proprietary software that serves as
the foundation for our technology solutions for various commercial applications.
NS8Corp  is  a  development  stage  company  with  limited  revenues  to  date.

     NS8CORP's  wholly owned subsidiaries, CanOnline Global Media, Inc. ("CGMI")
and  CanOnline  Media  Corporation  ("CMC"),  develop patent pending nonresident
software  systems,  secure  media  distribution  systems  and  digital  content
components  for  intellectual  property  ("IP")  based  delivery  applications.
Technologies  of  NS8  Corporation  harness  the Internet's powerful network and
delivery  capabilities  without excessive broadband, resident memory consumption
or  hardware  limitations.


                                        6
<PAGE>

     CMC, a British Columbia, Canada corporation, which was incorporated on June
18,  1999,  conducts  all  proprietary  technology  research  and  development
activities  for  NS8CORP. CGMI, a Washington corporation, which was incorporated
on  March 15, 2000, is engaged in the marketing, licensing and commercialization
of  the  products  and  technology  of  CMC.

     Our  technology  was created to enable users to experience the use and feel
of  actual  software applications through normal high-speed internet connections
without  the  need  to  download  or  install the software on a regular computer
system.  This technology allows for a variety of commercial applications such as
on-demand,  interactive  and  collaboration  features with multiple simultaneous
users'  world wide. The technology also allows users to deliver video, audio and
images  in  a  secure manner while providing video and audio to the recipient of
the  content  through  simple  high-speed  internet  connections.

     As  part  of  the implementation of our business plan, NS8CORP is currently
entering  into  a  series of strategic commercial alliances that will enable the
company  to  commercially  deploy  its technology with an expectation of maximum
return  and  cost  efficiency.  The  first  of these commercial arrangements was
completed  during  the  second  quarter  of  2004.  The Company anticipates that
additional  alliances will be completed during the balance of 2004.  In February
2004,  NS8CORP  appointed
Dr.  Thomas  J.  Routt  as its new Co-Chief Architect, President and Director to
help  guide these efforts. In March 2004, NS8CORP appointed Marc Strauch, as its
Chief  Marketing  Officer,  to  direct and implement the Company's new marketing
plan.

OUR  PRODUCTS  AND  TECHNOLOGIES

NS8CORP  technologies and products are highly adaptable for personal consumer or
sophisticated  commercial  network  applications.  The  Company's patent pending
technologies  and  solutions address three growing problems with the protection,
distribution  and  management  of  content  in digital (Internet Protocol-based)
environments:

1.   The  protection of digital information (content) as it is delivered through
     the  Internet;

2.   The  revenue  and  value retention of the digital information to its owner;

3.   The simplicity of accessing the digital information by the average consumer
     without  significant  technological  experience.

     NS8Corp  addresses  these  problems through two proprietary, patent pending
technology  solutions:

-    NS8  Non-resident  Software  (NS8  ), a unique server-based technology that
     enables  media-rich  content  to  be  delivered  with significantly greater
     efficiency  and  security,  and  without  the  need of excessive broadband,
     resident  memory  consumption  or  hardware  limitations.

-    NS8  Security Protocol Integration (NS8 SPITM), an embedded security format
     which ensures that intellectual property rights, licenses, permissions, and
     assigned  business  rules  reside  within  the  digital  content  on  a
     multi-generational  basis.

     The combination of these technologies constitutes a patent pending services
distribution  solution  for  content distribution via the Internet to a personal
computer  or  an  IP-based  set-top  box  to  a  consumer's  television.  These
technologies  are  composed  of  modular software modules that fortify security,
speed,  payment,  compression, collaboration and content quality. These software
modules  can  be applied as stand-alone solutions or combined to produce service
portals  for  specific  industry  verticals.


                                        7
<PAGE>

     During  the  test phase NS8CORP successfully launched two online management
platforms.  The  first  platform  is Reelindie Global Network ("RGN"), an online
business  collaboration  and  management  system,  targeted at professionals and
businesses  in  the entertainment industry (film, television, music, fashion and
advertising).  The  system  includes  a  suite  of  secured  online services and
applications  designed  to manage and coordinate project planning and execution,
human  resources,  production  supply chains, promotions and communications. The
second platform is Kaozz Entertainment Network ("KAOZZ"), an online distribution
and  communication  platform for the secure commercialization of digital content
and  intellectual  property  (music,  film,  video  and  software).

Marketing  -  How  NS8  Corporation  Will  Sell  Its  Products  and  Services

NS8CORP  is  currently  targeting  the entertainment sector as it primary market
focus.  The  three  primary  customer  segments  include:

1.   Entertainment  content owners - Includes motion pictures, television shows,
     specialty  video, and animation produced for theatrical release, television
     viewing,  DVD  release,  or  viewing  over  the  Internet;
2.   Advertising  content  owners  -  Includes  short  and long form advertising
     viewed  over  television  or  the  Internet,  as  well  as the new breed of
     Internet  only-based  advertising such as banners, pop-up ads, interstitial
     ads,  ads  inserted  into video files, and transparent ads that instantiate
     themselves  on  a  web  page;
3.   Multiple  Service  Operators  -  Inclusive  of  cable  television,
     telecommunications,  and  direct  broadcast satellite operators who provide
     "last-mile"  retail  television  and related digital services to consumers.

NS8CORP  will  market  its  technologies  and  services  in  two  primary  ways:

1.   Company  direct  to  customer
2.   Channel  re-sellers  and  distributors

NS8CORP direct customer sales will be from a top-down sales approach, commencing
with demonstrating the Company's value proposition to senior business executives
and  then  having the technologies and product solutions technically approved by
technology  experts  within  the  company.

NS8CORP will develop a reseller channel of companies with expertise selling into
and  developing  solutions  for  each  of  the different customer segments noted
above.  The  sales  approach  will  focus  on  the  business  decision  maker.

Business  Model  -  How  NS8  Corporation  Will  Generate  Revenue

NS8CORP  expects  to  license  its  software-based  technologies  in  multi-year
licensing  agreements.  The  primary  products  that  NS8CORP  sells  are:
1.   NS8  Security  Protocol  Integration  Management  System  and  Console
2.   NS8  Electronic  Program  Guide
     a.   NS8  EPG  for  Internet  Protocol
     b.   NS8  EPG  for  Set-top  Boxes
3.   NS8  Digital  Advertising  System
4.   NS8  Custom  Architecture  and  Integration  Services
5.   NS8  Security  Protocol  Integration  User  Upgrade  and  Support  Program

NS8CORP  will  derive  revenue  from  these  products  in  the  following  ways:
1.   License  revenue
2.   Custom  software  architecture
3.   Per  click  revenue  from  consumption  of  programs
4.   Advertising  placements

PROPRIETARY  TECHNOLOGIES

NS8CORP  currently  has  filed  two  US  patent  applications  and  one  Patent
Cooperation Treaty (PCT) application with the United States Patent and Trademark
Office.  These  patent  applications include all the patent pending technologies
that  were  originally  part  of  a  previously  disclosed  provisional  patent
application,  with the addition of several new developments within the areas of:

1.     Non-resident  software  systems;
2.     Automated  coding  architecture;
3.     Digital  media  formatting,  filtering,  conversion  and  distribution
       technologies;
4.     Encrypted  signatures,  processing,  sampling,  royalty  and  encoding
       methods;  and
5.     Secure  communications  and  collaboration  systems.

     NS8CORP  has  filed  for  two  US  patent  applications  and  one  Patent
Cooperation Treaty (PCT) application with the United States Patent and Trademark
Office,  none  of  which  have  been granted, or rejected, at this time.  All of
these  patent  applications  have  been  assigned  to  CGMI.


                                        8
<PAGE>

TRADEMARKS

     NS8CORP  filed  a trademark application for the trademark "Canonline" with
the  Canadian  Trademark  Office  on  June  18,  2003.  The Company is currently
pursuing  the  filing  of  other  trademarks  with  the United States Patent and
Trademark  Office  in  relation to the development of its products and marketing
initiatives.

INSURANCE

     NS8CORP  intends  to  obtain  property  and  general  liability  insurance,
directors  and  officers  liability  insurance,  intellectual  property  rights
insurance,  and  other  insurance  coverage  in  amounts  deemed  adequate  and
affordable  by  management  in  the  future.  There can be no assurance that any
future  claims  will  not  exceed applicable insurance coverage. Furthermore, no
assurance  can  be  given  that  liability  insurance  will  be  available  at a
reasonable cost or that we will be able to maintain adequate levels of liability
insurance  in  the  future.

EMPLOYEES

     As  of  December  31,  2003,  we  had  thirty six (36) full-time employees,
consisting of Operations, Marketing, Engineering, Design and Member Services. We
intend  to  hire  additional  personnel as the development of our business makes
such  action appropriate. The loss of the services of key employees could have a
material  adverse effect on our business. Since there is intense competition for
qualified  personnel  knowledgeable  of our industry, no assurances can be given
that  we  will  be  successful  in  retaining  and recruiting needed personnel.

     Our employees are not represented by a labor union and are not covered by a
collective bargaining agreement. We believe that we have good relations with our
employees.

RISK  FACTORS

     Investing  in our common stock involves a high degree of risk.  You should
carefully  consider  the  risks  and  uncertainties  described  below before you
purchase  any  of  our  common  stock.  If  any  of these risks or uncertainties
actually occur, our business, financial condition or results of operations could
be  materially  adversely affected.  In this event you could lose all or part of
your  investment.


WE  HAVE  HAD  NO  PROFITS  AND  INSIGNIFICANT  REVENUES  SINCE  INCEPTION.

     We  are  a  development  stage  company  and  have  had  no  profits  and
insignificant  revenues  since  commencement  of  operations  in  March,  2000.


SEVERANCE  PAYMENTS  ARE  DUE  TO  TOP  EXECUTIVE  OFFICERS  IF  ANY OF THEM ARE
TERMINATED  WITHOUT  CAUSE.

     The  top five NS8CORP executive officers have severance payment clauses in
their  employment agreements that total in the aggregate $1,995,000 for all five
executive  officers.  These  severance  payments range from $330,000 to $450,000
per executive officer.  These severance payments would be due if these executive
officers  were  terminated  without cause.  These executive officers' employment


                                        9
<PAGE>

agreements  do  not have termination dates.  Payment of these severance payments
would  have  a  material negative effect on NS8CORP's ability to operate and may
make  it  difficult  to  remove  these  executive  officers  without  cause.


OUR  NEW  PRODUCTS,  SERVICES  AND  TECHNOLOGIES  MAY  NEVER  BE  PROFITABLE.

     We  have  made  significant  investments  in  research,  development  and
marketing  for new products, services and technologies. Revenue from new product
and  service  investments  may not be achieved for a number of years, if at all.
Moreover,  these  products  and  services  may  never  be  profitable.


IF  WE  FAIL TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, COMPETITORS
MAY  USE  OUR  TECHNOLOGY  AND  TRADEMARKS,  WHICH  WOULD WEAKEN OUR COMPETITIVE
POSITION  AND  MAY  RESULT  IN  THE  FAILURE  OF  OUR  BUSINESS.

     Our  success  depends  upon  our  proprietary  technology.  We  rely  on a
combination  of  patent  pending,  copyright, trademark and trade secret rights,
confidentiality  procedures  and licensing arrangements to establish and protect
our proprietary rights. To date we have filed two US patent applications and one
Patent  Cooperation  Treaty  (PCT) application with the United States Patent and
Trademark  Office,  and  one  trademark  application with the Canadian Trademark
Office,  none of which have been granted or rejected.  It is possible that other
companies  could successfully challenge the validity or scope of our patents and
that our patents may not be granted or provide a competitive advantage to us. As
part  of  our confidentiality procedures, we generally enter into non-disclosure
agreements  with  our  employees,  distributors  and corporate partners and into
license  agreements  with  respect  to  our  software,  documentation  and other
proprietary  information. Despite these precautions, third parties could copy or
develop  similar  technology  independently.  The  protection of our proprietary
rights  may  not  be  adequate  and  our competitors could independently develop
similar  technology,  duplicate our products, or design around patents and other
intellectual  property  rights  that  we  hold.


WE  NEED  TO  ESTABLISH  AND  MAINTAIN  STRATEGIC  AND LICENSING RELATIONSHIPS.

     NS8CORP's  success  will  depend in part upon its ability to establish and
maintain  licensing  relationships  with  companies  in related business fields,
including  but  not limited to communications companies, owners of digital media
content, DVD authoring facilities and replicators, consumer electronics hardware
manufacturers, and CD-ROM mastering facilities and replicators. NS8CORP believes
that  these  relationships  are needed to allow NS8CORP access to manufacturing,
sales and distribution resources. However, the amount and timing of resources to
be  devoted to these activities by such other companies are not within NS8CORP's
control.  There  can  be  no assurance that NS8CORP will be able to maintain its
existing  relationships  or  enter  into beneficial relationships in the future,
that  other parties will perform their obligations as expected or that NS8CORP's
reliance  on  others  will  not  result  in unforeseen problems. There can be no
assurance  that  NS8CORP's  potential  licensees  will  not  develop  or  pursue


                                       10
<PAGE>

alternative  technologies  either  on their own or in collaboration with others,
including with NS8CORP's competitors. The failure of any of NS8CORP's current or
future  collaboration  efforts would have a material adverse effect on NS8CORP's
ability  to  introduce  new  products or applications and therefore would have a
material  adverse  effect on NS8CORP's business, financial condition and results
of  operations.


WE  FACE  INTENSE  COMPETITION  FROM  BETTER  FUNDED  COMPANIES.

     We  face intense competition from better funded companies in the fields of
Internet  software  services,  digital  security and asset management, and media
distribution.  NS8CORP expects that competition will continue to intensify.  Our
competitors  may  develop products or services that are superior or have greater
market acceptance than that of NS8CORP. If we are unable to compete successfully
against  our  competitors our business and financial condition will be adversely
affected.


BREACH  OF  CUSTOMER  CONFIDENTIAL  INFORMATION.

     Any  breach  of security relating to confidential information of customers
could result in legal liability for NS8CORP and a reduction in customer's use or
total cancellation of their participation could materially harm its business. It
is  anticipated  that  we  will  receive  highly  confidential  information from
customers  that  will be stored in our internal or third party computer systems.
NS8CORP  anticipates that it will possess sensitive customer information or data
for  storage  as part of our services, which could be valuable to competitors or
other  similar  companies  if  misappropriated  or accessed. NS8CORP enters into
comprehensive customer services and confidentiality agreements with all expected
customers.  NS8CORP's  security procedures and protocols to protect the customer
against  the  risk  of  inadvertent disclosure or intentional breach of security
might  fail,  thereby  exposing  customers  to  the  risk of disclosure of their
confidential  information.


GOVERNMENT  REGULATIONS.

     The  laws and regulations that govern the business of NS8CORP with respect
to e-commerce and online content and data distribution are rapidly changing. The
United  States  government  and  the  governments  of  other  states and foreign
countries  have attempted to regulate activities on the Internet. Evolving areas
of  law  that  are  relevant  to  the  business of NS8CORP include privacy laws,
proposed  encryption  laws, content regulation and potential sales and tax laws.
Due  to  this  rapidly  evolving  and  uncertain regulatory environment, NS8CORP
cannot  predict  how  such  proposed  or contemplated laws and regulations might
affect  its business. In addition, these uncertainties will make it difficult to
ensure  compliance  with  the laws and regulations governing the Internet. These
laws  and regulations could harm the overall growth of NS8CORP by subjecting its
business to liability or forcing its business to change its method of conducting
and  distributing  its  primary  online  services  and  product  technologies.


                                       11
<PAGE>

GOING  CONCERN  QUALIFICATION

     The  Company's  consolidated  financial statements have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
satisfaction of liabilities in the normal course of business.  We have a history
of  operating  losses  that  are likely to continue in the future.  Our auditors
have  included  an  explanatory  paragraph in their Independent Auditor's Report
included  in  our  audited financial statements for the years ended December 31,
2003  and 2002 to the effect that our significant losses from operations and our
dependence  on  equity  and  debt  financing  raise  substantial doubt about our
ability to continue as a going concern.  Our financial statements do not include
any adjustments that might be necessary should the Company be unable to continue
as  a  going  concern.

ITEM  2.     DESCRIPTION  OF  PROPERTY

     NS8CORP's  main  office is located in Seattle, Washington. Our research and
development  activities  and  some  administrative  functions  are  located  in
Vancouver,  British  Columbia, Canada. We also have offices in Edina, Minnesota.
NS8CORP  does  not  own  any real property. The following table presents certain
information  about  our  leased  properties:

<TABLE>
<CAPTION>
Location                             Square             Use          Lease           Lease
                                      Feet                           Terms      Expiration Date
<S>                             <C>               <C>              <C>         <C>
601 Union Street . . . . . . .          200       Administrative   Lease,      January 12, 2005
Suite 4200 . . . . . . . . . .                    Offices          $2,006 per
Seattle, Washington 98101. . .                                     month

22525 SE 64th Place, Suite 210          300       Administrative   Lease,      April 30, 2004
Issaquah, WA . . . . . . . . .                    Offices          $1,575 per
98027                                                              month

1311 Howe Street, Suite 700. .        3,525       Research and     Lease,      November 30, 2004
Vancouver, B.C. Canada . . . .                    development and  $ 8,455.10
                                                  administrative   per month,
                                                  offices          Canadian
                                                                   Dollars

1311 Howe Street, Suite 603. .        1,380       Research and     Lease,      March 31, 2005
Vancouver, B.C. Canada . . . .                    development and  $3,015 per
                                                  administrative   month,
                                                  offices          Canadian
                                                                   Dollars
</TABLE>


                                       12
<PAGE>

<TABLE>
<CAPTION>
Location                             Square             Use          Lease           Lease
                                      Feet                           Terms      Expiration Date
<S>                             <C>               <C>              <C>         <C>
1311 Howe Street, Suite 500. .          900       Research and     Lease,      February 28, 2005
Vancouver, B.C.. . . . . . . .                    development and  $2,017 per
Canada . . . . . . . . . . . .                    administrative   month,
                                                  Offices          Canadian
                                                                   Dollars

HQ Global. . . . . . . . . . .          100,      Administrative   Lease,      May 30, 2004
Workplaces . . . . . . . . . .    plus confe-     Offices          $  150 per
7701 France Avenue, S.,. . . .    rence room as                    month
Suite 200. . . . . . . . . . .    needed
Edina, Minnesota 55435
</TABLE>

ITEM  3.     LEGAL  PROCEEDINGS

     We  are  not  aware of any pending or threatened legal proceedings that, if
adversely  determined,  would  have  a  material  adverse  effect  on  us.

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

     No  matter  was  submitted  to a vote of security holders during the fourth
quarter  of  the  fiscal  year  covered  by  this  report.

PART  II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

MARKET  INFORMATION

     The  Company's  common  stock  began  trading  on the NASD Over-the Counter
Bulletin Board ("OTCBB") on June 7, 2002 under the symbol "DLVN".  Prior to June
7,  2002,  there  was  no  public  trading  market on which our common stock was
traded.  On  December  22,  2003,  the  Company's  symbol  changed  to "NSEO" in
connection  with our name change from Delivery Now Corp. to NS8 Corporation. The
following  table sets forth, for the fiscal quarters indicated, the high and low
bid  prices  per  share  of  our  common  stock  as  reported on the OTCBB.  The
quotations  reflect  inter  dealer  prices, without retail mark-up, mark-down or
commissions  and  may  not  represent  actual  transactions.

Year  Ending  December  31,  2002          High  Bid     Low  Bid

First  quarter                               None          None

Second  quarter                              None          None

Third  quarter                               $.09          $.05

Fourth  quarter                              $.09          $.05


                                       13
<PAGE>

Year  Ending  December  31,  2003          High  Bid     Low  Bid

First  quarter                               $.05          $.05

Second  quarter                              $.10          $.05

Third  quarter                               $.10          $.10

Fourth  quarter                              $1.70         $.10

     Our  common  stock  had a 10 for 1 forward stock split on October 24, 2003.

     On  March  1,  2004,  the closing bid price for our common stock was $1.21.

HOLDERS

     There  are  approximately  one  hundred  eighty-six (186) record holders of
common  equity  as  of  March  1,  2004.

OPTIONS  AND  WARRANTS

     There  are  a total 21,011,702 outstanding options and warrants to purchase
common  equity  of  NS8CORP  as  of  March  1,  2004.

EQUITY  COMPENSATION  PLANS

     On  February  4, 2004 the Company adopted the 2004 NS8 Corporation Employee
Stock  Option  Plan.   The  Company  does not have any other equity compensation
plans  as  of  the  date  of  this  Report.

SHARES  ELIGIBLE  FOR  FUTURE  SALE

     We  have  outstanding  88,253,680  shares  of  our  common  stock. Of these
shares,  15,250,000  shares are unrestricted and held by non-affiliates, and are
freely  tradable  without  restriction  under the Securities Act. Non-affiliates
currently  hold  27,329,465 shares of our restricted common stock and affiliates
hold  45,674,215  shares  of  our  restricted common stock. These shares will be
eligible  for  sale  in the public market, subject to certain volume limitations
and  the  expiration  of  applicable  holding  periods  under Rule 144 under the
Securities  Act. In general, under Rule 144 as currently in effect, a person (or
persons  whose  shares  are  aggregated)  who  has beneficially owned restricted
shares for at least one year (including the holding period of any prior owner or
affiliate)  would  be entitled to sell within any three-month period a number of
shares  that  does  not  exceed the greater of one percent (1%) of the number of


                                       14
<PAGE>

shares of common stock then outstanding or (2) the average weekly trading volume
of  the  common  stock  during the four calendar weeks preceding the filing of a
Form  144  with  respect  to such sale. Sales under Rule 144 are also subject to
certain  manner  of  sale  provisions  and  notice  requirements  and  to  the
availability of current public information about us. Under Rule 144(k), a person
who  is  not deemed to have been an affiliate of us at any time during the three
months  preceding  a sale, and who has beneficially owned the shares proposed to
be  sold for at least two years (including the holding period of any prior owner
except an affiliate), is entitled to sell such shares without complying with the
manner  of  sale,  public information, volume limitation or notice provisions of
Rule  144.

DIVIDENDS

     As  of  the date hereof, no cash dividends have been declared on our common
stock.  We  presently  intend  to retain future earnings, if any, for use in our
business  and  have  no  present  intention  to pay cash dividends on our common
stock.

       SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The  Company  adopted  a  2004  Stock  Option  Plan  in  February  2004,
authorizing 30,000,000  shares  under the Plan.  During 2004, the Company issued
4,853,912  shares  under the plan to certain  employees and  consultants  of the
Company.  None  of  these  options  have  been  exercised  and 882,500 have been
cancelled  as  a  result  of employment terminations. The balance of the options
outstanding  as  of  May  30,  2004  is  3,971,412

The  following  table  sets forth the securities that have been authorized under
equity  compensation  plans  as  of  December  31,  2003.

<TABLE>
<CAPTION>
                                                                                   NUMBER OF
                                                                                   SECURITIES
                                                                                   REMAINING
                                                                                 AVAILABLE FOR
                                              NUMBER OF                         FUTURE ISSUANCE
                                            SECURITIES TO                         UNDER EQUITY
                                           BE ISSUED UPON    WEIGHTED-AVERAGE     COMPENSATION
                                             EXERCISE OF      EXERCISE PRICE         PLANS
                                             OUTSTANDING      OF OUTSTANDING       (EXCLUDING
                                              OPTIONS,           OPTIONS,          SECURITIES
                                            WARRANTS AND       WARRANTS AND       REFLECTED IN
                                               RIGHTS             RIGHTS          COLUMN (A))
                                                 (A)               (B)                (C)
<S>                                        <C>              <C>                 <C>
Equity compensation plans approved by
security holders                           None             $            _____                 0
Equity compensation plans not approved by
security holders                           None             $            _____                 0
TOTAL                                      None             $            _____                 0
</TABLE>


ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

         The  following  discussion  and  analysis should be read in conjunction
with  the Consolidated Financial Statements and related notes included elsewhere
in  this  Report.

PLAN  OF  OPERATIONS

     NS8CORP  commenced its technology research and development business on June
19, 1999 through its subsidiary, CMC. NS8CORP is a development stage company and
has  not  realized  any  significant  revenues  to  date.

     Our  plan  of operations is to continue the research and development of our
proprietary  software  as  a  foundation  for  the  solutions  and  development
processes  that
we  have  already  developed  to  various  degrees and continue our research and
development  activities to further facilitate the development and implementation
of  various  commercial  applications.

     In  anticipation  of  furthering  our  business  plan, NS8CORP is currently
completing  a  series  of  commercial  alliances that will enable the Company to
commercially  deploy  with  maximum  return expectation and cost efficiency. The
Company  anticipates  completing terms with several of the participating parties
before  the  end of its second quarter 2004. In February 2004 we hired Thomas J.
Routt  as our new Co-Chief Architect, President and Director to help guide these
efforts.  In  March 2004, we hired Marc Strauch, our Chief Marketing Officer, to
implement  our  new  Marketing  plan.

     We  do  not  expect  to  sell  any of our property or equipment in the next
twelve months. We do not expect to purchase any real property in the next twelve
months.  During  the  next twelve months we expect to purchase certain equipment
for  laboratory  integration,  testing  and  deployment of our technologies into
marketing  and  commercialization  initiatives.


                                       15
<PAGE>

     We  expect  to  increase the number of our employees during the next twelve
months  in  order  to  support  the  anticipated  growth  of  our  operations.

RESULTS  OF  OPERATIONS

     Research  and  development  expenses  for the year ended December 31, 2003,
increased  to  $1,382,000  from $95,723 during the year ended December 31, 2002.
This  increase can be attributed to purchases of equipment and hiring additional
staff for research and development activities.  In 2003, the Company employed an
average  of  16  employees  for  research  and  development,  compared  to three
employees  in  2002.  The  Company  hired  additional  staff  to  facilitate the
continuing  development  of  our  core technologies along with the launch of two
product  platforms  in  2003:  Reelindie  Global Network and Kaozz Entertainment
Network.  The  total  research  and development expense incurred during the 2003
fiscal  year  represents  approximately  36%  of  the  Company's total operating
expenditures.  The majority of these funds were utilized for the compensation of
research  and  development  personnel  and  $116,261 of this amount was spent on
equipment  relating  to  research  and  development  activities.

     General  and  administrative expenses for the year ended December 31, 2003,
increased  to  $2,518,058 from $825,804 during the year ended December 31, 2002.
The  increase  resulted  from  hiring  additional staff in each of the following
areas:  Executives, Operations, Customer Service, Sales and Marketing.  In 2003,
the  Company  employed an average of 14 employees for general and administrative
activities,  compared  to four employees in 2002.  Several of the staff hired in
2003  are  officers or hold senior positions within the organization; therefore,
they are compensated at a higher level than the average employee. As the overall
staffing  levels  grew, the Company had to expand its offices to accommodate the
additional employees.  In 2002, the Company's offices occupied approximately 624
square  feet,  compared  to  6,405  square  feet  in 2003. The general operating
expenses  for  the  Company's  operations  also  increased  as  a  result of the
expansion.  During  the  year,  the  Company  began  to  market Reelindie Global
Network  and  Kaozz Entertainment Network, resulting in significant expenses for
advertising  and  promotional  activities.  Travel  expenditures  for  Company
executives  increased  during  2003  as additional financing was sought after to
sustain the Company's operations.  The fees paid in 2003 for legal expenses were
higher than the prior year due to work relating to patent and trademark filings,
in addition to financings.  The accounting expenses incurred in 2003 were higher
than  the  previous  year  due  to  audit  and  public  reporting  obligations.

     The  Company generated other income of $27,594 and $35,165 during the years
ended  December  31,  2003  and  2002.  The  income  generated  in  each  of the
aforementioned years does not pertain to the research and development activities
of  the  Company.  Other  income  earned  in  2002  was  for consulting services
rendered  by  one  of the directors and other income generated in 2003 was for a
special  website  development  project.

     Interest  expense for the year ended December 31, 2003 increased to $52,930
from  $6,669  during  the  year ended December 31, 2002.  The increase primarily
relates  to interest incurred on convertible debentures which were issued during
2003  and  subsequently  repaid  during  2003.

     As a result of the foregoing, the Company incurred a net loss of $3,925,394
or  $0.07  per  share, during the year ended December 31, 2003, as compared to a
net  loss  of  $893,031,  or $0.02 per share, during the year ended December 31,
2002.  The Company incurred a loss from operations of $3,900,058 during the year


                                       16
<PAGE>

ended  December  31,  2003,  as  compared  to a loss from operations of $921,527
during  the  year  ended  December  31,  2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  has  financed its research and development activities to date
with  proceeds  from  the  sale of its common stock, the issuance of convertible
debentures,  and  loans  from  its  officers  and  principal  shareholders.  The
following  table  sets  forth the amount of funds we received from these sources
for  the  periods  indicated:

<TABLE>
<CAPTION>
                                           Year ended December 31, 2003  Year ended December 31, 2002
                                           ----------------------------  ----------------------------
<S>                                        <C>                           <C>
Sale  of  common  stock                               $2,445,000                    $      0

Issuance  of  convertible  debentures                 $  600,000                    $      0

Loans  from  officers  and  principal  shareholders   $  400,000                    $363,775

Short  term  loans                                    $  225,000                    $      0
</TABLE>

     The  Company  has  suffered  recurring  losses  from  operations and has an
accumulated  deficit  of $5,475,089 at December 31, 2003.  Primarily as a result
of  our  recurring  losses and our lack of liquidity, the Company has received a
report  from  our  independent  auditors  that includes an explanatory paragraph
describing  the  uncertainty  as  to our ability to continue as a going concern.
During  March  2004,  the  Company  received  additional  financing  through  a
promissory  note  with Turbo International, Inc. in the amount of $250,000.  The
Company's  current  cash  on  hand  is projected to sustain operations until mid
April  2004.  Additional  funding  through  the  sale  of securities or loans is
expected  to  be obtained in April 2004; however, there is no assurance that the
financing arrangements will be obtained. The Company's ability to meet operating
and  capital requirements is dependent upon financing from external sources, and
the  ability  to  generate revenues from the core technologies developed.  There
can  be  no  assurance  that  we  will  obtain  sufficient  financing or develop
profitable  operations prior to utilizing all of the current resources available
to  the  Company.  In addition, if the funds are not received in a timely manner
the  Company  may  be  forced  to  curtail  its  operations.

     The  following  table  sets  forth  certain  information  concerning  our
contractual  obligations  and  other  commercial  commitments as of December 31,
2003:

<TABLE>
<CAPTION>
                                                 Payments due by Period
                                     ----------------------------------------------
Contractual Obligations:                      Less than 1    1-3     4-5    After 5
                                     Total       year       years    years   years
----------------------------------  --------  -----------  -------  ------  ------
<S>                                 <C>       <C>          <C>      <C>     <C>
Short-Term Loans                     225,000      225,000       -        -       -
----------------------------------  --------  -----------  -------  ------  ------
Loans from officers/ shareholders    149,825      149,825       -        -       -
----------------------------------  --------  -----------  -------  ------  ------
Long-Term Debt                             -            -       -        -       -
----------------------------------  --------  -----------  -------  ------  ------
Capital Lease Obligations             17,586       11,344   6,242        -       -
----------------------------------  --------  -----------  -------  ------  ------
Operating Leases                     150,351      140,566   9,785        -       -
----------------------------------  --------  -----------  -------  ------  ------
Unconditional Purchase Obligations         -            -       -        -       -
----------------------------------  --------  -----------  -------  ------  ------
Other Long-Term Obligations                -            -       -        -       -
----------------------------------  --------  -----------  -------  ------  ------
Total Contractual Cash Obligations   542,762      526,735  16,027        -       -
----------------------------------  --------  -----------  -------  ------  ------
</TABLE>

<TABLE>
<CAPTION>

                                   Amount of Commitment Expiration Per Period
                                ------------------------------------------------
Other Commercial Commitments    Total Amounts  Less than 1   1-3     4-5  Over 5
                                  Committed       year      years  years  years
------------------------------  -------------  -----------  -----  -----  ------
<S>                             <C>            <C>          <C>    <C>    <C>
Lines of Credit                             -            -      -      -       -
------------------------------  -------------  -----------  -----  -----  ------
Standby Letters of Credit                   -            -      -      -       -
------------------------------  -------------  -----------  -----  -----  ------
Guarantees                                  -            -      -      -       -
------------------------------  -------------  -----------  -----  -----  ------
Standby Repurchase Obligations              -            -      -      -       -
------------------------------  -------------  -----------  -----  -----  ------
Other Commercial Commitments                -            -      -      -       -
------------------------------  -------------  -----------  -----  -----  ------
Total Commercial Commitments                -            -      -      -       -
------------------------------  -------------  -----------  -----  -----  ------
</TABLE>

ITEM  7.     FINANCIAL  STATEMENTS

     The  financial  statements  and  supplementary  data are included beginning
immediately  following  the  signature  page  to  this  report.


                                       17
<PAGE>

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

     Rogoff  &  Co., P.C. was the independent certifying accountant for Delivery
Now  Corp.  for  the  fiscal  years  ended  September  30,  2002  and 2003.  Our
acquisition  of  CanOnline  Global Media, Inc. on December 18, 2003, pursuant to
the  Merger  is  required  to  be  accounted  for as a reverse acquisition, with
CanOnline Global Media, Inc. being treated as the acquiring company.  The fiscal
year  of  CanOnline  Global  Media, Inc., which is for years ending December 31,
became  NS8CORP's  fiscal  year  as  of  December  18,  2003.

     On January 14, 2004, Rogoff & Co., P.C. declined to stand for reappointment
as  the  Company's  certifying  accountant. We subsequently engaged Singer Lewak
Greenbaum  &  Goldstein, LLP, 10960 Wilshire Boulevard, Suite 1100, Los Angeles,
Ca.  90024  as our certifying accountant for the fiscal year ending December 31,
2003.   Singer  Lewak  Greenbaum  &  Goldstein,  LLP  had  been  the  certifying
accountant for Canonline Global Media, Inc. prior to the Merger. The appointment
of  Singer  Lewak  Greenbaum  &  Goldstein,  LLP  was  approved  by our board of
directors.

     The  reports  of  Rogoff  &  Co.,  P.C.  on  Delivery Now Corp.'s financial
statements for the fiscal years ended September 30,  2002 and 2003, contained no
adverse  opinion  or disclaimer of opinion, nor was either qualified or modified
as  to  uncertainty,  audit  scope  or  accounting  principle.

     In  connection with the audits of the fiscal years ended September 30, 2002
and  2003  and  during  the subsequent interim period preceding its declination,
there  were  no  disagreements between the Company and Rogoff & Co., P.C. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope  or  procedures,  which  disagreements,  if  not resolved to its
satisfaction,  would  have  caused  Rogoff  & Co., P.C. to make reference to the
subject  matter  of  the  disagreement  in  connection  with  its  reports.

     In connection with the audits of the fiscal years ended September 30,  2002
and  2003,  and  during  the  subsequent interim period preceding its dismissal,
Rogoff  &  Co.,  P.C.  did  not  advise  the  Company  that:

     (A)     internal  controls  necessary  for  the Company to develop reliable
financial  statements  did  not  exist;

     (B)     information  had  come to its attention that led it to no longer to
be  able  to  rely  on  the  Company's  management's  representations or made it
unwilling  to  be  associated  with  the  financial  statements  prepared  by
management;

     (C)     there was a need to expand significantly the scope of its audit, or
that  information  had  come  to  its attention during such time periods that if
further investigated might: (i) materially impact the fairness or reliability of
either  a previously issued audit report or the underlying financial statements,
or  the  financial statements issued or to be issued covering the fiscal periods
subsequent  to  the  date  of the most recent financial statements covered by an
audit  report,  or  (ii)  cause  it  to  be  unwilling  to  rely on management's
representations  or  be  associated  with  the  Company's  financial statements.


                                       18
<PAGE>

     Prior  to  engaging  Singer  Lewak  Greenbaum  & Goldstein, LLP, we did not
consult with it regarding the application of accounting principles to a specific
or  completed transaction or the type of audit opinion that might be rendered on
our  financial  statements.

ITEM  8A.      CONTROLS  AND  PROCEDURES.

     Our  principal  executive officer and principal financial officer evaluated
the  effectiveness  of  the  Company's  disclosure  controls  and procedures (as
defined  in  Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934,  as  amended) as of the end of the period covered by this report. Based on
this  evaluation,  the  Company's  principal  executive  officer  and  principal
financial  officer have concluded that the Company's controls and procedures are
effective  in providing reasonable assurance that the information required to be
disclosed  in  this report has been recorded, processed, summarized and reported
as  of  the  end  of  the  period  covered  by  this  report.

     During  the  period  covered  by  this  report,  there  have  not  been any
significant  changes  in  our  internal  controls or, to our knowledge, in other
factors  that  could  significantly  affect  our  internal  controls.

PART  III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Our  executive  officers,  directors and key employees, their positions and
their  ages  are  as  follows:

Executive  Officers,     Age  Position
Directors  and  Key
Employees

Peter  A.  Hogendoorn     48  CEO  and  Director
Anthony Alda              35  Chairman of the Board of Directors, and Chief
                              Technology Architect
Thomas  J.  Routt         52  President,  Co-Chief  Architect  and  Director
Marc Strauch              49  Chief Marketing Officer, World Wide Business
                              Development
Leslie  J.  Ames          54  Senior  Vice President, Legal Affairs, Secretary
                              and Director
Zubin  Balsara            33  Chief  Technology  Officer
Brent  R.  Bysouth        31  Chief  Software  Architect  and  Director
Ricardo  Rosado           36  Chief Financial Officer, Chief Operations Officer
                              and Director
Kerri  Hayden             27  Controller
Melanie  Thomson          27  Director  of  Operations  and  Human  Resources
Martin  L.  Calvert       41  Director


                                       19
<PAGE>

Michael  W.  Waage        55  Senior Vice President of Global Sales and Business
                              Development, and  Director
Robin  Esrock             29  Business  Development  Executive
Nicole  Kranjc            34  Director  of  Member  Services
Carla  Ullrich            26  Vice  President,  Project  Development
Clayton  Bell             25  Chief  Development  Engineer

EXECUTIVE  OFFICERS  AND  DIRECTORS

Pursuant  to  the  terms of the Merger Agreement, effective on December 18, 2003
the  directors  and  senior  officers  of  CGMI  became the directors and senior
officers  of  NS8CORP.

Mr.  Hogendoorn  has  served  as  our  CEO  since  2003, and as a director since
January,  2003.  From  2003  until  January  29,  2004,  he  also  served as our
President.  From  1993  to  2003, Mr. Hogendoorn has been a president of his own
management consulting firm, a British Columbia, Canada corporation, specializing
in  early  stage  financing,  capital structuring and capital market strategies.
Mr. Hogendoorn's role with NS8CORP is full-time and his role with his consulting
firm  is  part-time.  Also,  from September 1998 to January 2003, Mr. Hogendoorn
handled  corporate  communications and market relations for LML Payment Systems,
Inc.,  a  payment  systems  provider.

Mr.  Alda is a co-founder of NS8CORP.  Mr. Alda has served as Co-Chief Architect
and  Chairman of the Board of Directors since 2002.  From 2001 to 2002, Mr. Alda
served  as  CanOnline  Global  Media,  Inc.'s Chief Operations Officer and Chief
Software  Architect.  From  2000  to  2001  Mr.  Alda served as CanOnline Global
Media,  Inc.'s  Chairman  of  the Advisory Board and Product Designer.  Mr. Alda
duties  include  product research and development and technology architecture in
the  areas  of  non-resident  software  applications,  communications,  data
management,  digital  video  and  content  security  management.  From  2002  to
present,  Mr.  Alda has served full-time as Chief of Product Development for our
subsidiary CanOnline Media Corporation. He is the principal technology architect
of: the Reelindie Global Network (RGN) which launched in June 2003; the Security
Protocol  Integration (SPI) (digital content security systems) which launched in
September  2003;  the NS8 (Non-Resident Software) systems designed in July 2002;
the  Morpheus Video on Demand streaming systems prototyped in November 2002; and
the  Kaozz  Entertainment distribution Network designed in May 2003 and launched
in  November  of  2003.  Mr.  Alda's  contributions are directly responsible for
technological  design  and  engineering  that  are  included  in  the  patent
applications  filed  by the Company. From 1994 to 1999, Mr. Alda managed his own
management  consulting  firm,  AJ  Alda  &  Associates,  Inc., where he provided
services  in  the  areas of management buyouts, restructuring (turn-around), and
start-up  business management.  In 1999, Mr. Alda and AJ Alda & Associates, Inc.
filed  for  bankruptcy  in  Vancouver,  British  Columbia,  Canada.   AJ  Alda &
Associates,  Inc.  was  dissolved  under  trustee  on June 11, 2001.  Mr. Alda's
personal  bankruptcy  is  awaiting  final  discharge proceedings pursuant to the
Bankruptcy  Act  of  Canada.

Dr.  Routt  has  served  as our President, Co-Chief Architect and director since
January  29,  2004.  From January 1990 through January 2004, Dr. Routt served as
President  of  Vedacom(R) Corporation. Vedacom Corporation provides Fortune 1000
and  Global  2000  enterprises  with network application architecture and design
solutions.  Dr  Routt's  areas  of  professional  expertise  include information
security,  broadband  and  wireless  architecture/design,  network  relational
database,  optical  networking,  and  quantum computing. Dr Routt's clients have
included  IBM,  Sony  Electronics,  ABC/Disney,  Bay Networks (Nortel Networks),
VoiceStream  Wireless  (now T-Mobile), Attachmate, Chemical Bank, CRA Australia,
Merrill-Lynch,  Price Waterhouse, National Australia Bank, Australia New Zealand
Bank,  National  Australia  Bank,  Westpac  Bank,  Telecom Telstra, Panama Canal
Commission,  United  Rentals,  Swissair,  Singapore Airlines, Qantek, which have


                                       20
<PAGE>

invested  greater  than  US$1  billion  on  his  recommended network application
architectures,  designs and product development. He has published over 80 papers
in  computer  network  architecture,  security,  and broadband networking within
several  technical  journals  and trade publications. Dr. Routt received a BS in
environmental  science  from  Western  Washington  University in 1973, an MBA in
Information  Systems  from  Southern  Illinois  University  in 1982 and a PhD in
Computer  Science from Maharishi European Research University (MERU) Seelisberg,
Switzerland  with  Dissertation  focused  in  Quantum  Computing,  in  2002.

Mr. Strauch has served as our Chief Marketing Officer since March 2004. Prior to
his  employment  by  NS8Corp,  Mr.  Strauch  was a prime contractor to Microsoft
Corporation  for the last four years as part of the Microsoft Vendor Program. Mr
Strauch  has  done  work in most Microsoft product groups including deliverables
produced  for  the launches of Windows Server 2000, Windows Server 2003, Windows
Small  Business Server 2003, Windows 2000 Professional, Windows XP Professional,
Windows  XP Tablet PC Edition, Office 2000, Office XP, and Office 2003. Prior to
being  a  vendor  through  the  Microsoft Vendor Program, Mr. Strauch spent four
years  working in various Microsoft product groups creating a range of marketing
communication  collateral.  Mr.  Strauch  has produced business value, strategic
marketing,  and  tactical communications deliverables for other Fortune 500 high
technology  companies  including  Compaq, Dell, and Quantum, as well as numerous
start-up  and  mid-market  technology companies. Mr. Strauch has spent nearly 13
years  in  the  marketing  and  business development of technology products. Mr.
Strauch  has  spent  an additional 7 years in consumer product marketing working
with  major  advertising agencies such as Young and Rubicam, Leo Burnett, Ogilvy
and  Mather,  McCann Erickson, and others on accounts for Fortune 500 companies.
Mr. Strauch earned a Master of Urban Planning degree from the City University of
New  York.  Mr.  Strauch  also earned a B.S. in Environmental Science and Public
Policy  from  the State University of New York, and a B.A. in Economic Geography
from  the  State  University  of  New  York.

Mr.  Ames  has  served  as Senior Vice President, Legal Affairs, Secretary and a
Director  of  NS8 Canonline Global Media, Inc since inception in March 2000, and
continues  to  perform these duties for NS8CORP.  Mr. Ames has also been General
Counsel  and  Secretary  of  NS8CORP's  wholly owned subsidiary, CanOnline Media
Corporation.  In  1995,  Mr. Ames established Leslie J. Ames Law Corporation and
has  served as its President since that date.  Mr. Ames devotes a minimal amount
of  time to his private law practice.  From 1989 to 1995, Mr. Ames was a partner
of the Vancouver law firm of Liddle, Burns & Ames, Barristers & Solicitors.  Mr.
Ames  graduated  from the University of British Columbia with a Bachelor of Arts
Degree  (BA)  in  May  1971 and received a Bachelor of Law Degree (LLB) from the
University of British Columbia in May 1978.  He was called to the Bar of British
Columbia  as  a  Barrister  and  Solicitor  in  1979.

Mr.  Balsara  has  served  as Chief Technology Officer since January, 2003. From
September,  2002  until  January,  2003,  Mr.  Balsara  served as Chief Software
Engineer  and  from  June  2002  to September 2002, he served as Senior Software
Developer for NS8CORP's wholly owned subsidiary CanOnline Media Corporation. Mr.
Balsara's  duties  include  database  and  co-architectural  design,  internet
programming,  network  structuring,  wireless  application  integration  and the
implementation  and  management  of  all technological projects of NS8CORP. From
January  to  April,  2002,  Mr. Balsara served as Senior Software Developer with


                                       21
<PAGE>

UBVideo,  Inc.,  a  video  engineering  company.  From 1998 to 1999, Mr. Balsara
served  as  Senior  Software  Developer  with  Cinax Designs, Inc., also a video
engineering company.  From 1993 to 1998 Mr. Balsara ran his own company, Unicorn
Computer  Consultancy  in  Bombay,  India,  where  he  provided  computer system
analysis  and  software  development  services.  Mr. Balsara holds a Bachelor of
Science,  Electronics  and  Computer  Science  from  the Datamatics Institute in
Bombay,  India.

Mr.  Bysouth  is  a  co-founder  of  NS8CORP.  Mr.  Bysouth  has served as Chief
Software  Architect  since  November  2003  and  has  served  as  Director since
inception  in March, 2000.  From 2000 to January 2003, Mr. Bysouth was President
and  Chief Executive Officer of Canonline Global Media, Inc.  From February 1998
to  September  1998, Mr. Bysouth served as a consultant and a software framework
architect  for  The  Loewen  Group  Inc.,  a  cemetery and funeral home services
provider.  From  October  1998  to June 1999, Mr. Bysouth was a subcontractor of
Global  Village  Consulting  Inc.,  a  software  development  consulting  firm
specializing  in  object-oriented  architecture  and development.  From February
1996 to February 1998, Mr. Bysouth served as a senior programmer analyst with GE
Capital  (Information  Technology  Development  division,  formerly  Aardvark
Consulting Ltd.) with consulting roles with clients such as VanCity Credit Union
and  The  Loewen Group Inc.  From May 1994 to September 1995, Mr. Bysouth worked
as a programmer in the information technology department of Chevron Canada Ltd.,
the  Canadian  subsidiary  of  the  Chevron  Corporation.

Mr.  Rosado  has  served  as  our  Chief  Financial Officer and Chief Operations
Officer since November, 2003, and as a Director since April, 2001. Mr. Rosado is
also  a  co-founder  of  NS8CORP. From October 2002 to November 2003, Mr. Rosado
served  as  Chief  Compliance  Officer,  and  during that time managed Canonline
Global Media, Inc.'s intellectual properties and project development. Mr. Rosado
has  served  as Director of Product Design and Market Development, from November
2000  to  September  2002  of NS8CORP's subsidiary, Canonline Media Corporation.
From  1994  to  1998,  Mr.  Rosado served as Head of Multimedia Development with
Videocomunicacion  y  Servicios  SCP,  a  multimedia  production  company  in
southeastern  of Mexico. Mr. Rosado was also a co-founder of Videocomunicacion y
Servicios SCP. From 1994 to 1998, Mr. Rosado also was an instructor and lecturer
in communication and digital media-related courses at the University of Mayab in
Merida, Mexico, and at the University of British Columbia from 2000 to 2002. Mr.
Rosado received a Bachelor of Arts in Communications Science from the University
of  Mayab  in  Merida,  Yucatan,  Mexico in 1991. Mr. Rosado received a Master's
degree  in Strategic Marketing from the University of Mayab/Anahuac in 1996. Mr.
Rosado  is  currently  a  part-time Ph.D. Candidate at the University of British
Columbia.

Ms.  Hayden  has  served as the Controller of NS8CORP since September 2003. From
June  2003  to September 2003, Ms. Hayden held the position of Senior Operations
Control  for  NS8 Canonline Global Media, Inc. From March 2003 to June 2003, Ms.
Hayden  was  the  Senior  Accountant for Canonline Global Media, Inc. From April
1999  to  March  2003,  Ms.  Hayden  was  an accountant for RLG International, a
management consulting company located in Vancouver, British Columbia. Ms. Hayden
earned  a  Bachelor  of  Technology  in  Accounting  and  a Diploma in Financial
Management from the British Columbia Institute of Technology in Burnaby, British
Columbia  in  January  2003,  and  June  1998  respectively.


                                       22
<PAGE>

Ms.  Thomson  has  been  the  Director  of  Operations  and  Human Resources for
Canonline  Global  Media,  Inc. since March 2003, and continues to perform these
duties  for  NS8CORP.  From  December  2002  to March 2003, Ms. Thomson held the
position of Operations and Human Resources Manager.   Ms. Thomson is responsible
for  the  organization  and  management  of  administrative  and human resources
activities  of  NS8CORP  and its subsidiaries. Ms. Thomson also ensures that all
operational  requirements  and  development  schedules  are coordinated with the
Chief  Operations  Officer on a timely basis.  From August 2000 to January 2002,
Ms.  Thomson worked with a start up technology company, the Novus Telecom Group,
Inc.,  as a Legal and Human Resources Assistant.  From January - August 2000 she
worked  as  an  Administrative Assistant for Fraser Milner Casgrain, a corporate
law  firm  in  Vancouver.  Ms.  Thomson  is  currently an active member of HRMA,
(British  Columbia  Human  Resources  Management  Association).  Ms.  Thomson
completed  a  Human  Resource  Management  Certificate  at  the British Columbia
Institute  of  Technology,  (BCIT)  in  December  2002.

Mr.  Calvert  has been a director of CanOnline Global Media, Inc since 2002, and
currently  NS8CORP.  In  1990,  Mr. Calvert joined RBC Dain Rauscher, Investment
Banking  &  Services  and  currently holds the position of First Vice President,
Investment  Officer  in  the  RBC Dain Rauscher Seattle, Washington office.  Mr.
Calvert  has  a  Bachelor  of Science Degree in finance and a minor in computers
from  the  University  of  Montana,  Montana  Tech  Campus,  1988.

Mr. Waage has been a director of CanOnline Global Media, Inc. since March, 2000,
and  currently  NS8CORP.  Since  June,  2003,  Mr.  Waage  served as Senior Vice
President  of Global Sales and Corporate Development with respect to government,
homeland  security  and  military  related  project opportunities.  From 1995 to
2000, Mr. Waage was the president and sole proprietor of Waage Associates, which
provided  consulting services in areas of mergers, acquisitions and turn-arounds
and  management  consulting. From 1987 to 1994, Mr. Waage held a senior business
development  position  with  Honeywell  where  he managed a systems and research
department  that  provided  services to the United States Department of Defense.
From  1970  to 1995, Mr. Waage served in the United States Air Force.  He was on
active  duty  from  1970  to  1975  where  he  served as an instructor pilot and
instructional program developer.  From 1975 to 1984, Mr. Waage served in the Air
National  Guard  as  a  fighter  pilot  and was awarded the senior command pilot
rating.  From  1984  to  1995,  Mr. Waage served with the Air Force Reserve as a
senior  executive  staff  officer  and was awarded the Distinguished Meritorious
Service Award in 1991.  He retired from the United States Air Force in 1995 as a
Lieutenant  Colonel.  Mr.  Waage  received  a  Bachelor  of  Science  degree  in
Mathematics  &  Physics  from  Evangel  University  in  1970.

KEY  EMPLOYEES

Mr.  Esrock has served as Business Development Executive since February 2004. Mr
Esrock  served as Director of Kaozz Entertainment Network, an operating division
of NS8CORP, from November, 2003 to January, 2004.  Mr. Esrock served as Director
of  Business  Development  from  September, 2003 to November, 2003.  From April,


                                       23
<PAGE>

2001 to September, 2003, Mr. Esrock handled new media, intellectual property and
artist  development  tasks with SL Feldman & Associates, a Canadian based talent
agency.  From  May,  2000  to  February,  2001,  Mr. Esrock operated Popnuvo, an
online  music distribution venture, which he co-founded.  From November, 1998 to
April,  2000,  Mr.  Esrock  worked  as an independent contractor, doing web site
development,  for  several  companies.  Mr.  Esrock  received a Bachelor of Arts
degree  in  Journalism and Media Studies from Rhodes University, in South Africa
in  1995.

Ms.  Kranjc has served as our Director of Member Services since June, 2002.  Ms.
Kranjc  is  currently  responsible  for  the  management  of  all member related
activities  and  services  of  two  of NS8CORP's operating online platforms, the
Reelindie  Global Networks and Kaozz Entertainment Group. From 1999 to 2001, Ms.
Kranjc  served  as  a  campaign  assistant  with  Thunder  Bay Regional Hospital
Foundation.  From  1995  to  1998, Ms. Kranjc served as administrative assistant
with  National  Trust  Company, a commercial bank based in Toronto, Canada.  Ms.
Kranjc  earned  a diploma in Multimedia Production from Confederation College in
Ontario,  Canada,  in  2002.

Ms.  Ullrich has served as our Vice President, Project Development since October
2003.  Prior  to  her  role  as  Project Manager, Ms. Ullrich served as a Senior
Project  Engineer beginning October, 2002.  From February 2001 to June 2002, Ms.
Ullrich  served  as  a  Software  Developer  with  Savage Software a provider of
conversion  and  custom engineering services based on the SVG graphic format for
the  CAD/GIS  and  facilities  management  market.   From August 1999 to January
2001,  Ms.  Ullrich served as Lead Software Developer with Westech Consulting, a
provider  of  application  development services ranging from multi-player online
games  to financial software and database applications.  Ms. Ullrich received an
honors  diploma  from  the  British  Columbia  Institute  of Technology Computer
Systems  Technology  program  in  June,  1999.

Mr. Bell has served as our Chief Development Engineer since October, 2003.  From
October,  2002  to  October 2003, Mr. Bell served as Senior Program Engineer for
NS8CORP.  Mr.  Bell  is  responsible  for  implementing  project  engineering
specifications  and  manages  a  support  development  team to ensure commercial
deployment  of  projects.  From  1999  to  2002,  Mr.  Bell founded and operated
Creative  Flow  Interactive  Media,  a provider of online gaming development and
Internet  applications.  From  March,  1999  to  September  1999, Mr. Bell was a
technical  support  representative for Crystal Decisions, a provider of database
supporting  software.  Mr. Bell attended CDI College of Business and Technology,
in  Burnaby,  Canada,  from 1998 to 1999, where he studied computer programming.

16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     To  our  knowledge,  no officers, directors, beneficial owners of more than
ten percent of any class of our equity securities registered pursuant to section
12 of the Exchange Act or any other person subject to Section 16 of the Exchange
Act  with  respect  to  us, failed to file on a timely basis reports required by
Section  16(a)  of  the  Exchange  Act during the most recent fiscal year, which
ended  December  31,  2003.

CODE  OF  ETHICS  DISCLOSURE  COMPLIANCE

     Due to the scope of our current operations, as of December 31, 2003, we had
not  adopted  a  Code  of  Ethics  for  financial  executives, which include our
Company's  principal  executive  officer, principal financial officer or persons
performing  similar  functions. We have begun the process of designing a code of
ethics  which  will  be  filed  with  the  Security and Exchange Commission upon
completion.


                                       24
<PAGE>

ITEM  10.     EXECUTIVE  COMPENSATION

     The  following  table  sets  forth  certain  information  concerning  the
compensation  paid  to Peter Hogendoorn, our CEO, and the four other most highly
compensated executive officers who were paid or accrued at least $100,000 during
the  periods  described  below:

<TABLE>
<CAPTION>
                                                                                    Long Term Compensation

                                     Annual Compensation                           Awards           Payouts

                                                                   Restricted    Securities
Name & Principal Position                           Other Annual      Stock      Underlying      LTIP      All other
                            Year  Salary    Bonus   Compensation     Awards     Options/SARs   Payouts   Compensations
                                    ($)      ($)         ($)           ($)           (#)         ($)          ($)
<S>                         <C>   <C>      <C>      <C>            <C>          <C>            <C>       <C>
Peter  Hogendoorn,          2003  191,964        0              0            0      1,000,000         0               0
  President & CEO           2002        0        0              0            0              0         0               0
                            2001        0        0              0            0              0         0               0

Anthony  Alda,              2003  222,718        0              0            0      7,720,000(2)      0               0
  Chairman of the Board of  2002  154,958        0              0            0              0         0               0
  Directors                 2001        -        -              -            -              -         -               -

Leslie J. Ames,             2003  200,413        0              0            0      1,250,000         0               0
  Senior Vice President     2002  102,500        0              0            0              0         0               0
  Legal Affairs and         2001        -        -              -            -              -         -               -
  Secretary

Brent  Bysouth,             2003  179,362        0              0            0      1,150,000(2)      0               0
  Chief  Software           2002  201,309        0              0            0              0         0               0
  Architect (1)             2001  106,746        0              0            0              0         0               0

Ricardo  Rosado,            2003  168,643        0              0            0      1,050,000         0               0
  Chief  Financial Officer  2002        -        -              -            -              -         -               -
  and Chief Operations      2001        -        -              -            -              -         -               -
  Officer
</TABLE>

     (1)  Includes  amounts  paid to Mr. Bysouth's wholly owned company, Phoenix
          Management  Consulting  Group,  Inc.
     (2)  Phoenix  Management Consulting Group, Inc., a British Columbia, Canada
          corporation ("Phoenix") holds options to purchase 1,750,000 shares, of
          the  Company.  Brent Bysouth owns 100% of Phoenix. Anthony J. Alda has
          an option until January 1, 2009 to purchase 80% of Phoenix for $1,000.
          Assuming this option will be exercised for the purposes of this table,
          Mr.  Alda  is  deemed  to  hold an option to purchase 1,400,000 of our
          shares and Mr. Bysouth is deemed to hold an option to purchase 350,000
          of  our  shares,  out  of  the  1,750,000  options  held  by  Phoenix.


                                       25
<PAGE>

STOCK  OPTION  PLANS

     2001  Stock  Option  Plan

     We  adopted our 2001 stock option plan on June 29, 2001.  The Plan provides
for  the  grant  of  options  intended  to qualify as "incentive stock options",
options  that are not intended to so qualify or "nonstatutory stock options" and
stock  appreciation rights.  The total number of shares of common stock reserved
for  issuance under the plan is 5,000,000, subject to adjustment in the event of
a  stock split, stock dividend, recapitalization or similar capital change, plus
an  indeterminate number of shares of common stock issuable upon the exercise of
"reload  options"  described below. We have not yet granted any options or stock
appreciation  rights  under  the  plan.

     The plan is presently administered by our board of directors, which selects
the  eligible persons to whom options shall be granted, determines the number of
common  shares  subject  to  each  option,  the  exercise price therefor and the
periods  during  which options are exercisable, interprets the provisions of the
plan  and,  subject  to  certain  limitations,  may  amend the plan. Each option
granted  under the plan shall be evidenced by a written agreement between us and
the  optionee.

     Options  may be granted to our employees (including officers) and directors
and  certain  of  our  consultants  and  advisors.

     The  exercise  price for incentive stock options granted under the plan may
not  be  less  than  the  fair  market value of the common stock on the date the
option  is  granted,  except  for options granted to 10% stockholders which must
have  an  exercise  price  of not less than 110% of the fair market value of the
common  stock  on  the  date  the  option  is  granted.  The  exercise price for
nonstatutory  stock  options  is determined by the board of directors. Incentive
stock  options  granted  under the plan have a maximum term of ten years, except
for  10%  stockholders who are subject to a maximum term of five years. The term
of  nonstatutory  stock options is determined by the board of directors. Options
granted  under  the  plan  are  not transferable, except by will and the laws of
descent  and  distribution.

     The  board  of directors may grant options with a reload feature. Optionees
granted  a  reload  feature shall receive, contemporaneously with the payment of
the  option  price  in  common  stock, a right to purchase that number of common
shares  equal  to  the  sum  of (i) the number of shares of common stock used to
exercise  the  option,  and (ii) with respect to nonstatutory stock options, the
number of shares of common stock used to satisfy any tax withholding requirement
incident  to  the  exercise  of  such  nonstatutory  stock  option.

     Also,  the  plan  allows the board of directors to award to an optionee for
each  share  of  common  stock  covered  by an option, a related alternate stock
appreciation  right,  permitting the optionee to be paid the appreciation on the
option  in  lieu  of  exercising  the  option. The amount of payment to which an
optionee  shall  be  entitled upon the exercise of each stock appreciation right
shall be the amount, if any, by which the fair market value of a share of common
stock  on  the exercise date exceeds the exercise price per share of the option.


                                       26
<PAGE>

2004  Stock  Option  Plan

     We  adopted  our  2004  stock  option  plan  on  February 4, 2004. The Plan
provides  for  the  grant  of  "nonstatutory stock options." The total number of
shares  of  common  stock  reserved  for  issuance under the plan is 30,000,000,
subject  to  adjustment  in  the  event  of  a  stock  split,  stock  dividend,
recapitalization  or  similar  capital  change.  We  have  granted the following
options  to  acquire  shares  to  certain  employees  pursuant  to  the  Plan:

-     1,100,000  shares  at  an  exercise  price  of  $1.25  per  share

-     125,000  shares  at  an  exercise  price  of  $1.55  per  share

-     1,500,000  shares  at  an  exercise  price  of  $1.40  per  share

-     2,000,000  shares  at  an  exercise  price  of  $1.33  per  share+



OPTION  GRANTS  IN  LAST  FISCAL  YEAR

     The following table sets forth information concerning stock options granted
to each of the executives named in the summary compensation table for the fiscal
year  ending  December  31,  2003:

<TABLE>
<CAPTION>
Name              Number of Shares   Percentage of Total of   Exercise Price   Expiration Date
                     Underlying        Options Granted to        Per Share
                   Options Granted      Employees During
                     Fiscal Year
<S>               <C>                <C>                      <C>              <C>
Peter Hogendoorn         1,000,000                 6.7%  $          .035      Feb. 21, 2008
Anthony Alda . .         7,720,000(1)             51.9%  $          .035      Feb. 21, 2008
Leslie J. Ames .         1,250,000                 8.4%  $          .035      Feb. 21, 2008
Brent Bysouth. .         1,150,000(1)              7.7%  $          .035      Feb. 21, 2008
Ricardo Rosado .         1,050,000                 7.1%  $          .035      Feb. 21, 2008
</TABLE>

(1)  Phoenix  Management  Consulting  Group,  Inc.,  a  British Columbia, Canada
corporation  ("Phoenix")  holds  options  to  purchase  1,750,000 shares, of the
Company.  Brent  Bysouth  owns  100%  of Phoenix.  Anthony J. Alda has an option
until  January  1,  2009  to  purchase  80% of Phoenix for $1,000. Assuming this
option  will be exercised for the purposes of this table,  Mr. Alda is deemed to
hold  an option to purchase 1,400,000 of our shares and Mr. Bysouth is deemed to
hold  an  option to purchase 350,000 of our shares, out of the 1,750,000 options
held  by  Phoenix.

OPTIONS  EXERCISED  IN  LAST  FISCAL  YEAR  AND  FISCAL  YEAR-END  OPTION VALUES


                                       27
<PAGE>

<TABLE>
<CAPTION>
Name              Shares                 Number of Shares Underlying  Value of Unexercised In-the-
                  Acquired on  Value     Unexercised  Options  at     Money  Options  at
                  Exercise     Realized  Fiscal  Year-End             Fiscal  Year-End  (1)
                   *    *                Exercisable   Unexercisable  Exercisable   Unexercisable
                  -----------  --------  ------------  -------------  ------------  -------------
<S>               <C>          <C>       <C>           <C>            <C>           <C>
Peter Hogendoorn           -         -     1,000,000              -   $  1,665,000             -
Anthony Alda . .           -         -     7,720,000(2)           -   $ 12,853,800             -
Leslie J. Ames .           -         -     1,250,000              -   $  2,081,250             -
Brent Bysouth. .           -         -     1,150,000(2)           -   $  1,914,750             -
Ricardo Rosado .           -         -     1,050,000              -   $  1,748,250             -
</TABLE>

(1)  Based  on  the  December 31, 2003 closing bid price for our common stock of
$1.70  per  share.

(2)  Phoenix  Management  Consulting  Group,  Inc.,  a  British Columbia, Canada
corporation  ("Phoenix")  holds  options  to  purchase  1,750,000 shares, of the
Company.  Brent  Bysouth  owns  100%  of Phoenix.  Anthony J. Alda has an option
until  January  1,  2009  to  purchase  80% of Phoenix for $1,000. Assuming this
option  will be exercised for the purposes of this table,  Mr. Alda is deemed to
hold  an option to purchase 1,400,000 of our shares and Mr. Bysouth is deemed to
hold  an  option to purchase 350,000 of our shares, out of the 1,750,000 options
held  by  Phoenix.

DIRECTOR'S  COMPENSATION  AND  COMMITTEES

     We  have  not  paid and do not presently propose to pay compensation to any
director  for  acting in such capacity, except for the grant of shares of common
stock  or  options  and  reimbursement  for reasonable out-of-pocket expenses in
attending  meetings.

     We  do  not  have  an  audit  committee.

     The  Board  of  Directors  does  not  have a standing nominating committee.
Nominations  for  election to the Board of Directors may be made by the Board of
Directors  or  by any shareholder entitled to vote for the election of directors
in  accordance  with  our  bylaws  and  Delaware  law.

     Meetings  may  be  held  from  time  to  time to consider matters for which
approval  of  our  Board  of  Directors  is  desirable  or  is  required by law.

EXECUTIVES'  COMPENSATION  POLICIES

     Compensation  of  our  executives  is intended to attract, retain and award
persons  who  are essential to the corporate enterprise.  The fundamental policy
of  our  executive  compensation program is to offer competitive compensation to
executives that appropriately rewards the individual executive's contribution to
corporate  performance.  The board of directors utilizes subjective criteria for
evaluation  of individual performance and relies substantially on our executives
in  doing  so.  The  Board  focuses  on two primary components of our executives
compensation  program,  each  of  which  is  intended  to reflect individual and
corporate  performance:  base  salary  and  long-term  incentive  compensation.


                                       28
<PAGE>

     Executives'  base  salaries  are  determined  primarily  by  reference  to
compensation  packages for similarly situated executives of companies of similar
size  or  in  comparable  lines  of  business with whom we expect to compete for
executive  talent  and  with  reference  to  revenues,  gross  profits and other
financial  criteria.  The  Board also assesses subjective qualitative factors to
discern  a  particular executive's relative value to the corporate enterprise in
establishing  base  salaries.

     It is the Board's philosophy that significant stock ownership by management
creates  a  powerful  incentive  for  executives  to build long-term shareholder
value.  Accordingly,  the board believes that an integral component of executive
compensation  is  the  award  of equity-based compensation, which is intended to
align  executives' long-term interests with those of our shareholders. The board
believes  that  option  grants  should  be  considered  on  an  annual  basis.

EMPLOYMENT  AGREEMENTS  WITH  EXECUTIVE  OFFICERS

     NS8CORP  has  executed  employment  agreements  with its top five executive
officers.  Below is a summary of the major terms of these employment agreements.

     Peter  Hogendoorn,  CEO  and  Director, signed an employment agreement with
NS8CORP  on  January  15, 2003.  The Agreement does not have a termination date.
The  major  terms  are  as  follows:  base salary $150,000 per year; monthly car
allowance  and expense of approximately $1,225; monthly personal expense account
of  $2,000;  annual vacation travel expense of $6,000; relocation fees of $9,500
per month, if necessary; and a termination without cause severance payment of 36
months  of  salary,  which  would  currently  be  $450,000.

     Anthony J. Alda, Co-Chief Architect and Chairman of the Board of Directors,
signed an employment agreement with NS8CORP on May 24, 2002.  The Agreement does
not  have  a  termination  date.  The  major  terms  are as follows: base salary
$150,000  per  year;  monthly car allowance and expense of approximately $1,225;
monthly  personal  expense  account of $2,000; annual vacation travel expense of
$6,000;  relocation  fees  of  $9,500 per month, if necessary; and a termination
without cause severance payment of 36 months of salary, which would currently be
$450,000.

     Thomas  J.  Routt,  President,  Co-Chief  Architect and Director, signed an
employment  agreement  with NS8CORP on January 29, 2004.  The Agreement provides
for  a  six  moth  probationary  period during which Mr. Routt may be terminated
without  cause  upon two weeks notice. Thereafter, the Agreement does not have a
termination  date.  The  major  terms  are  as follows: base salary $180,000 per
year; monthly car allowance and expense of approximately $600; and a termination
for  cause severance payment of one month of salary for each year of employment.
Mr.  Routt also received 2,000,000 shares of our common stock and a nonqualified
stock  option for 2,000,000 shares of our common stock with a five year term and
an exercise price equal to market value on the date of grant. The shares and the
option  will  be  forfeited  in the event that Mr. Routt is terminated for cause
during  the  first  year  of  employment.

     Brent  Richard  Bysouth,  Chief  Software Architect and Director, signed an
employment  agreement with NS8CORP on June 1, 2002.  The Agreement does not have
a  termination  date.  The  major terms are as follows: base salary $120,000 per


                                       29
<PAGE>

year;  monthly  car  allowance  and  expense  of  approximately  $1,225; monthly
personal  expense  account  of $2,000; annual vacation travel expense of $6,000;
relocation  fees  of  $9,500  per month, if necessary; and a termination without
cause  severance  payment  of  36  months  of  salary,  which would currently be
$360,000.

     Leslie  J.  Ames,  Senior  Vice  President,  Legal  Affairs,  Secretary and
Director,  signed  an  employment  agreement with NS8CORP on June 30, 2002.  The
Agreement  does  not  have  a termination date.  The major terms are as follows:
base  salary  $135,000  per  year;  monthly  car  allowance  and  expense  of
approximately  $1,225;  monthly  personal  expense  account  of  $2,000;  annual
vacation  travel  expense  of  $6,000;  relocation  fees of $9,500 per month, if
necessary;  and  a  termination  without cause severance payment of 36 months of
salary,  which  would  currently  be  $405,000.

     Ricardo  Rosado,  Chief  Financial  Officer,  Chief  Operating  Officer and
Director,  signed  an  employment agreement with CanOnline on June 7, 2002.  The
Agreement  does  not  have  a termination date.  The major terms are as follows:
base  salary  $110,000  per  year;  monthly  car  allowance  and  expense  of
approximately  $1,225;  monthly  personal  expense  account  of  $2,000;  annual
vacation  travel  expense  of  $6,000;  relocation  fees of $9,500 per month, if
necessary;  and  a  termination  without cause severance payment of 36 months of
salary,  which  would  currently  be  $330,000.


ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  presents  information  known  to us, as of March 1, 2004,
relating  to  the  beneficial  ownership  of  common  stock  by:

-    each  person who is known by us to be the beneficial holder of more than 5%
     of  our  outstanding  common  stock;

-    each  of  our  named  executive  officers, directors and key employees; and

-    our  directors  and  executive  officers  as  a  group.

We  believe  that all persons named in the table have sole voting and investment
power  with  respect  to all shares beneficially owned by them, except as noted.
Unless  otherwise indicated, the address of each stockholder listed in the table
is care of CanOnline Media Corporation, 200-1311 Howe Street, Vancouver, British
Columbia,  Canada.

Percentage  ownership  in  the  following table is based on 88,253,680 shares of
common  stock  outstanding  as  of  March  1, 2004. A person is deemed to be the
beneficial  owner  of  securities  that can be acquired by that person within 60
days  from  March  1, 2004 upon the exercise of options, warrants or convertible
securities.  Each  beneficial  owner's  percentage  ownership  is  determined by
dividing  the  number  of  shares  beneficially owned by that person by the base


                                       30
<PAGE>

number  of  outstanding  shares,  increased  to  reflect  the  shares underlying
options,  warrants  or  other  convertible  securities included in that person's
holdings,  but  not  those  underlying  shares  held  by  any  other  person.

<TABLE>
<CAPTION>
NAME                       BASIC OUTSTANDING  OPTIONS (UNEXERCISED)  GRANTS (UNVESTED)    TOTAL     PERCENT OF CLASS
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
<S>                        <C>                <C>                    <C>                <C>         <C>

Brent Richard Bysouth (1)         11,903,105              1,150,000                  -  13,053,105              14.6%
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Anthony J. Alda (2)                9,748,300              7,720,000                  -  17,468,300              18.2%
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Martin L. Calvert(3) **            4,360,000              2,016,702                  -   6,376,702               7.1%
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Peter Hogendoorn(4)                8,707,143              1,000,000                  -   9,707,143              10.9%
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Leslie J. Ames (5)                 3,060,000              1,250,000                  -   4,310,000               4.8%
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Thomas Routt**                     2,000,000              2,000,000                  -   4,000,000               4.4%
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Ricardo Rosado                     2,545,667              1,050,000                  -   3,595,667               4.0%
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Michael Waage                      1,350,000                700,000                  -   2,050,000               2.3%
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Marc Strauch**                     2,000,000              1,500,000                  -   3,500,000               3.9%
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Nicole Kranjc                        300,000                      -                  -     300,000                 *
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Zubin Balsara                      1,000,000                      -                  -   1,000,000               1.1%
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Carla Ullrich                        500,000                      -                  -     500,000                 *
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Clayton Bell                         475,000                      -                  -     475,000                 *
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Glen Gaupholm                        250,000                      -                  -     250,000                 *
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Melanie Thomson                      425,000                      -                  -     425,000                 *
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Kerri Hayden                         300,000                      -                  -     300,000                 *
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
David Aisenstat                    5,814,286                      -                  -   5,814,286               6.6%
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
Total of all Executive            45,674,215             18,386,702                  -  64,060,917              60.1%
Officers and Directors
as a Group (9 persons)
-------------------------  -----------------  ---------------------  -----------------  ----------  -----------------
</TABLE>

*  Less  than  1%.
**  Address:  NS8Corp,  Two  Union  Square Center, 601 Union Street, Suite 4200,
Seattle,  WA  98101


                                       31
<PAGE>

(1)  Phoenix  Management  Consulting  Group,  Inc.,  a  British Columbia, Canada
corporation ("Phoenix") owns 8,279,125 shares, and options to purchase 1,750,000
shares, of Registrant.  Brent Bysouth owns 100% of Phoenix.  Anthony J. Alda has
an  option until January 1, 2009 to purchase 80% of Phoenix for $1,000. Assuming
this  option  will  be  exercised,  currently  Mr.  Alda has voting control over
6,623,300  Registrant  shares  held  by  Phoenix,  which is 80% of the 8,279,125
Registrant  shares  held  by  Phoenix.  Additionally,  Mr. Alda has an option to
purchase  1,400,000  options  held  by  Phoenix  to purchase 1,750,000 shares of
Registrant's  shares,  which is 80% of the options held by Phoenix.  Mr. Bysouth
has  voting  control  over 1,655,825 Registrant shares held by Phoenix, which is
20%  of  the  8,279,125 Registrant shares held by Phoenix. Mr. Bysouth also owns
10,247,280  shares  of  Registrant  directly.

(2)  In addition to having voting control over 6,623,300 shares held by Phoenix,
and  the  option  to purchase 1,400,000 options held by Phoenix, Anthony J. Alda
also  has  voting  control  over  the  following  shares: 850,000 shares held by
Anthony  J. Alda in Trust for Brittany Billingsley; 525,000 shares held by Pat &
Lutz Alda; 175,000 shares held by Tamara Billingsley; and 450,000 shares held by
Euro  Partners, Ltd. Mr. Alda also owns 1,125,000 shares of Registrant directly.

(3)  This  includes  the  following  shares  held by the three minor children of
Martin Calvert, which Martin Calvert has voting control over: 20,000 shares held
by  Spencer  Calvert;  20,000 shares held by Callahan Calvert; and 20,000 shares
held  by  Christina  Calvert.

(4)  This  includes the following shares held by the two minor children of Peter
Hogendoorn,  which Peter Hogendoorn has voting control over: 100,000 shares held
by  Molly Hogendoorn; 100,000 shares held by Thea Hogendoorn; and 500,000 shares
held  by  Barbara  Hogendoorn,  Mr.  Hogendoorn's  wife.

(5)  This  includes  2,760,000  shares  held  by Leslie J. Ames Law Corporation.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Transactions  with  Peter  Hogendoorn:

     On  January  27,  2003,  Peter  Hogendoorn advanced CGMI $100,000 through a
7.25% convertible debenture, due on January 28, 2004.  Mr. Hogendoorn elected to
convert  the  debenture  to 2,857,143 common shares in CGMI on October 24, 2003.
The  interest  to  be  converted  or  paid  on  the  debenture  was nil, and the
conversion  price  per  share  was  $0.035.

     On  February 7, 2003, Peter Hogendoorn demanded repayment of his loan which
was  advanced  to  CGMI  on December 31, 2002 in the amount of $105,000.  In Mr.
Hogendoorn's  demand  for repayment, he agreed to accept 3,000,000 common shares
of  CGMI in full payment of said loan.  Mr. Hogendoorn's election to convert the
debt  to  shares  was  agreed to and accepted by the Board of Directors of CGMI.

Transactions  with  David  Aisenstat:


                                       32
<PAGE>

     On January 27, 2003, David Aisenstat advanced CGMI $100,000 through a 7.25%
convertible  debenture,  due  on  January  28,  2004.  Mr.  Aisenstat elected to
convert  the  debenture  to 2,857,143 common shares in CGMI on October 24, 2003.
The  interest  to  be  converted  or  paid  on  the  debenture  was nil, and the
conversion  price  per  share  was  $0.035.

     On  February 8, 2003, David Aisenstat demanded repayment on two loans which
were advanced to CGMI on October 30, 2002 and November 29, 2002 in the amount of
$50,000  each.  In  Mr.  Aisenstat's  demand  for repayment, he agreed to accept
2,857,143  common shares of CGMI in full payment of said loans.  Mr. Aisenstat's
election  to  convert the debt to shares was agreed to and accepted by the Board
of  Directors  of  CGMI.

     David Aisenstat loaned CGMI $100,000 on April 30, 2003, and $100,000 on May
27,  2003.  Each  loan is subject to 8% interest, and due on demand.  On October
29,  2003,  Mr.  Aisenstat  demanded  repayment  of $50,000.  In Mr. Aisenstat's
demand  for  repayment he agreed to accept 100,000 common shares of CGMI for the
principle  amount  of  $50,000.  Mr. Aisenstat's election to convert the debt to
shares was agreed to and accepted by the Board of Directors of CGMI. The balance
of  the  two  loans  outstanding  is  $150,000  plus  accrued  interest.

ITEM  13.     EXHIBITS,  LIST  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>
(a) Exhibit
    Number     Description
<S> <C>        <C>
    # 2.1      Agreement and Plan of Merger dated November 3, 2003 among Registrant,
               DLVN  Acquisition,  Inc.  and  CanOnline  Global  Media,  Inc.
    # 2.2      Correction  Agreement  dated  November  3,  2003 among Registrant, DLVN
               Acquisition,  Inc.  and  CanOnline  Global  Media,  Inc.
    # 2.3      Certificate  of  Merger  filed  with  Delaware  Secretary  of  State
    # 2.4      Certificate  of  Merger  filed  with  Washington  Secretary  of State
     *3.1      Certificate  of  Incorporation
     +3.2      Amendment  of  Certificate  of Incorporation-dated October 13, 2003
     +3.3      Amendment  of  Certificate of Incorporation-dated December 17, 2003
     *3.4      By-Laws
     *3.5      Amended  By-Laws
    *10.1      Stock  Option  Plan  of  2001
   **10.2      Stock  Option  Plan  of  2004
   **10.3      Employment  Agreement  of  Peter  Hogendoorn with Canonline Global Media Inc.
   **10.4      Employment  Agreement  of  Ricardo  Rosado with Canonline Global Media Inc.
   **10.5      Employment  Agreement  of  Anthony  Alda with Canonline Global Media Inc.
   **10.6      Employment  Agreement  of  Leslie  J.  Ames with Canonline Global Media Inc.
   **10.7      Employment  Agreement  of  Michael  W.  Waage with Canonline Global Media Inc.
   **10.8      Employment  Agreement  of  Brent  R.  Bysouth with Canonline Global Media Inc.
   **10.9      Employment  Agreement  of  Thomas  Routt with Canonline Global Media Inc.
   **10.10     Employment  Agreement  of  Peter  Hogendoorn with Canonline Media Corp.
   **10.11     Employment  Agreement  of  Ricardo  Rosado with Canonline Media Corp.
   **10.12     Employment  Agreement  of  Anthony  Alda with Canonline Media Corp.
   **10.13     Employment  Agreement  of  Leslie  J.  Ames with Canonline Media Corp.
   **10.14     Employment  Agreement  of  Brent  R.  Bysouth with Canonline Media Corp.
     31.1      Rule  13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
     31.2      Rule  13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer
     32.1      Section  1350  Certification  of  Chief  Executive  Officer
     32.2      Section  1350  Certification  of  Chief  Financial  Officer
</TABLE>


                                       33
<PAGE>

#   Previously  filed  in  Registrant's  Form  8-K/A  filed  on January 31, 2004
*   Previously  filed  in  Registrant's  Form  SB-2
+   Previously  filed  in  Registrant's Form 10-KSB for the year ended September
    30,  2003
**  Previously  filed  in  Registrant's Form 10-KSB for the year ended December
    31,  2003

(b)     Reports  on  Form  8-K

     Registrant  filed  a Report on Form 8-K on December 24, 2003 reporting on a
merger  with  CanOnline Global Media, Inc. The event reported was the closing of
the  merger  on  December  18,  2003.

     Registrant  filed  a  Report on Form 8-K/A on January 30, 2004 reporting on
the  merger  with  Canonline  Global  Media, Inc. The event reported was amended
information  concerning  the  merger.

     Registrant  filed  a Report on Form 8-K/A on March 2, 2004 reporting on the
merger  with  Canonline  Global  Media,  Inc.  The  report  included  financial
information  concerning  CanOnline  Global  Media,  Inc.


ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

(1)  Audit  Fees

The  aggregate  fees  billed  for professional services rendered by Singer Lewak
Greenbaum  &  Goldstein,  LLP for the audit of the Registrant's annual financial
statements  and  review of the financial statements included in the Registrant's
Forms  10-QSB  or  services  that  are  normally  provided  by the accountant in
connection with statutory and regulatory filings or engagements for fiscal years
2003  and  2002  were  approximately  $  44,  264  and  $  33,438  respectively.

(2)  Audit  Related  Fees

There  were  no  audit related fees for professional services rendered by Singer
Lewak  Greenbaum  &  Goldstein,  LLP  for  fiscal  years  2003  and  2002.

(3)  Tax  Fees

There  were  no  fees  billed for professional services rendered by Singer Lewak
Greenbaum  & Goldstein, LLP for the preparation of the registrant's tax returns,
including  tax  planning  for  fiscal  years  2003  and  2002.

(4)  All  Other  Fees

Not  applicable.

(5)  Audit  Committee  Policies  and  Procedures


                                       34
<PAGE>

The  Registrant  does not have an audit committee. The Board of Directors of the
Registrant  approved  all  of  the services rendered to the Registrant by Singer
Lewak  Greenbaum  &  Goldstein,  LLP  for  fiscal  years  2003  and  2002.

(6)  Audit  Work  Attributed  to  Persons  Other  than  Singer Lewak Greenbaum &
Goldstein,  LLP  Full-time,  Permanent  Employees.

The  Registrant  has  engaged  Hall  & Company, Chartered Accountants to perform
audit  work  and  tax  preparation  for  CMC.


                                       35
<PAGE>

                                   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.


                                          NS8  CORPORATION
                                          (Registrant)


Date:  August 18,  2004                   By:  /s/  Anthony Alda
                                               ----------------------
                                               Anthony Alda, CEO (Principal
                                               Executive  officer)


     In  accordance  with  the requirements of the Exchange Act, this report has
been  signed  by  the  following  persons on behalf of the registrant and in the
capacities  and  on  the  dates  indicated.

Date:  August 18,  2004                   By:  /s/  Ricardo  Rosado
                                               --------------------------------
                                               Ricardo  Rosado,  Chief Financial
                                               Officer, Chief Operating  Officer
                                               and  Director

Date:   August 18,  2004                  By:  /s/  Anthony  Alda
                                               --------------------------------
                                               Anthony  Alda, Chairman  of  the
                                               Board  of  Directors and CEO

Date:   August 18,  2004                  By:  /s/  Leslie  J.  Ames
                                               --------------------------------
                                               Leslie  J.  Ames,  Director

Date:  August 18,  2004                   By:  /s/  Martin  L.  Calvert
                                               --------------------------------
                                               Martin  L.  Calvert,  Director

Date:  August 18,  2004                   By:  /s/  Michael  W.  Waage
                                               --------------------------------
                                               Michael  W.  Waage,  Director

Date:  August 18,  2004                   By:  /s/  Brent  R.  Bysouth
                                               --------------------------------
                                               Brent  R.  Bysouth,  Director

Date:  August 18,  2004                   By:  /s/  Thomas  Routt
                                               --------------------------------
                                               Thomas  Routt,  Director


                                       36
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                                                        CONTENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

                                                                        Page

INDEPENDENT  AUDITOR'S  REPORT                                           F-2

CONSOLIDATED  FINANCIAL  STATEMENTS

     Consolidated  Balance  Sheet                                        F-3

     Consolidated  Statements  of  Operations                            F-4

     Consolidated  Statements  of  Comprehensive  Loss                   F-5

     Consolidated  Statements  of  Shareholders'  Equity (Deficit)       F-6

     Consolidated  Statements  of  Cash  Flows                           F-7

     Notes  to  Consolidated  Financial  Statements                      F-9


                                      F - 1
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

Board  of  Directors,  Shareholders,  and  Members
NS8  Corporation
(formerly  Delivery  Now  Corp.)
and  subsidiaries
(development  stage  companies)

We  have  audited the accompanying consolidated balance sheet of NS8 Corporation
(formerly  Delivery Now Corp.) and subsidiaries (development stage companies) as
of  December  31,  2003,  and the related consolidated statements of operations,
comprehensive  loss,  shareholders' equity (deficit), and cash flows for each of
the  two  years  in the period ended December 31, 2003, and the period from June
18,  1999  (inception)  to December 31, 2003. These financial statements are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the financial position of NS8 Corporation
(formerly  Delivery Now Corp.) and subsidiaries (development stage companies) as
of December 31, 2003, and the consolidated results of their operations and their
cash  flows for each of the two years in the period ended December 31, 2003, and
the  period  from  June  18, 1999 (inception) to December 31, 2003 in conformity
with  accounting  principles generally accepted in the United States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 2 to
the  financial  statements, during the year ended December 31, 2003, the Company
incurred a net loss of $3,925,394 and had negative cash flows from operations of
$2,319,746.  In  addition,  the Company had an accumulated deficit of $5,475,089
at  December  31,  2003.  These factors, among others, as discussed in Note 2 to
the financial statements, raise substantial doubt about the Company's ability to
continue  as  a going concern. Management's plans in regard to these matters are
also  described in Note 2.  The consolidated financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.

/s/ SINGER  LEWAK  GREENBAUM  &  GOLDSTEIN  LLP
SINGER  LEWAK  GREENBAUM  &  GOLDSTEIN  LLP

Los  Angeles,  California
March  19,  2004


                                      F - 2
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                                      CONSOLIDATED BALANCE SHEET
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                           ASSETS
<S>                                                  <C>
CURRENT ASSETS
  Cash and cash equivalents . . . . . . . . . . . .  $   756,661
  Prepaid expenses and other current assets . . . .       73,857
                                                     ------------

    Total current assets. . . . . . . . . . . . . .      830,518

PROPERTY AND EQUIPMENT, net . . . . . . . . . . . .      104,647
                                                     ------------

        TOTAL ASSETS. . . . . . . . . . . . . . . .  $   935,165
                                                     ============


            LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses . . . . . .  $   145,045
  Accrued payroll . . . . . . . . . . . . . . . . .    1,251,948
  Current portion of capital lease obligations. . .       11,344
  Short-term loans. . . . . . . . . . . . . . . . .      225,000
  Loans from officers/shareholders. . . . . . . . .      149,825
                                                     ------------

    Total current liabilities . . . . . . . . . . .    1,783,162

CAPITAL LEASE OBLIGATIONS, net of current portion .        6,242
                                                     ------------

      Total liabilities . . . . . . . . . . . . . .    1,789,404
                                                     ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT
  Preferred stock, $0.0001 par value
    50,000,000 shares authorized
    no shares issued and outstanding. . . . . . . .            -
  Common stock, $0.0001 par value
    300,000,000 shares authorized
    84,253,681 shares issued and outstanding. . . .        8,426
  Additional paid-in capital. . . . . . . . . . . .    4,647,684
  Accumulated other comprehensive loss. . . . . . .      (35,260)
  Deficit accumulated in the development stage. . .   (5,475,089)
                                                     ------------

      Total shareholders' deficit . . . . . . . . .     (854,239)
                                                     ------------

        TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT  $   935,165
                                                     ============
</TABLE>


                                      F - 3
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                       FOR THE YEARS ENDED DECEMBER 31, 2003 AND
                                                                        2002 AND
                                   FOR THE PERIOD FROM JUNE 18, 1999 (INCEPTION)
                                                            TO DECEMBER 31, 2003
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        For the
                                                                      Period from
                                                                        June 18,
                                                                          1999
                                             For the Year Ended      (Inception) to
                                                December 31,          December 31,
                                      -----------------------------   ------------
                                            2003            2002          2003
                                      ----------------  ------------  ------------
<S>                                   <C>               <C>           <C>
OPERATING EXPENSES
  Research and development . . . . .  $     1,382,000   $    95,723   $ 1,599,072
  General and administrative . . . .        2,518,058       825,804     3,886,980
                                      ----------------  ------------  ------------

    Total operating expenses . . . .        3,900,058       921,527     5,486,052
                                      ----------------  ------------  ------------

LOSS FROM OPERATIONS . . . . . . . .       (3,900,058)     (921,527)   (5,486,052)
                                      ----------------  ------------  ------------

OTHER INCOME (EXPENSE)
  Other income . . . . . . . . . . .           27,594        35,165        75,922
  Interest expense . . . . . . . . .          (52,930)       (6,669)      (64,959)
                                      ----------------  ------------  ------------

    Total other income (expense) . .          (25,336)       28,496        10,963
                                      ----------------  ------------  ------------

NET LOSS . . . . . . . . . . . . . .  $    (3,925,394)  $  (893,031)  $(5,475,089)
                                      ================  ============  ============

BASIC AND DILUTED LOSS PER SHARE . .  $         (0.07)  $     (0.02)
                                      ================  ============

WEIGHTED-AVERAGE SHARES OUTSTANDING.       58,900,389    41,870,714
                                      ================  ============
</TABLE>


                                      F - 4
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                   CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                       FOR THE YEARS ENDED DECEMBER 31, 2003 AND
                                                                        2002 AND
                                   FOR THE PERIOD FROM JUNE 18, 1999 (INCEPTION)
                                                            TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                        For the
                                                                      Period from
                                                                        June 18,
                                                                          1999
                                             For the Year Ended      (Inception) to
                                                December 31,          December 31,
                                      -----------------------------   ------------
                                            2003            2002          2003
                                      ----------------  ------------  ------------
<S>                                   <C>               <C>           <C>
NET LOSS                              $  (3,925,394)    $  (893,031)  $(5,475,089)

OTHER  COMPREHENSIVE  LOSS
  Foreign currency exchange losses          (37,934)         (2,518)      (35,260)
                                      ----------------  ------------  ------------

COMPREHENSIVE LOSS                    $  (3,963,328)    $  (895,549)  $(5,510,349)
                                      ================  ============  ============
</TABLE>


                                      F - 5
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                                      CONSOLIDATED STATEMENTS OF
                                                  SHAREHOLDERS' EQUITY (DEFICIT)
                                                    FOR THE PERIOD FROM JUNE 18,
                                           1999 (INCEPTION) TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                         Accumulated       Deficit
                                                                                            Other        Accumulated
                                                          Additional                    Comprehensive      in the
                                Common        Stock        Paid-In        Deferred         Income        Development
                              -----------  ------------  ------------
                                Shares        Amount       Capital      Compensation       (Loss)           Stage         Total
                              -----------  ------------  ------------  --------------  ---------------  -------------  ------------
<S>                           <C>          <C>           <C>           <C>             <C>              <C>            <C>
BALANCE, JUNE 18, 1999. . .            -   $         -   $         -   $           -   $            -   $          -   $         -
(INCEPTION)
ISSUANCE OF SHARES FOR CASH    4,130,000           413         5,203               -                -              -         5,616
CONVERSION OF DEBT TO COMMON
  STOCK . . . . . . . . . .   29,281,406         2,928        36,885               -                -              -        39,813
NET LOSS. . . . . . . . . .            -             -             -               -                -        (31,905)      (31,905)
                              -----------  ------------  ------------  --------------  ---------------  -------------  ------------

BALANCE, DECEMBER 31, 1999.   33,411,406         3,341        42,088               -                -        (31,905)       13,524
EXERCISE OF STOCK OPTIONS .    2,000,000           200          (200)              -                -              -             -
OPTIONS GRANTED FOR SERVICES           -             -         3,400               -                -              -         3,400
ISSUANCE OF SHARES FOR
  SERVICES. . . . . . . . .       20,000             2         1,018               -                -              -         1,020
ISSUANCE OF SHARES FOR CASH    3,239,112           324       283,815               -                -              -       284,139
ISSUANCE OF SHARES FOR
  OFFERING COSTS. . . . . .      150,000            15        22,485               -                -              -        22,500
OFFERING COSTS. . . . . . .            -             -       (33,242)              -                -              -       (33,242)
FOREIGN EXCHANGE TRANSLATION           -             -                             -             (681)             -          (681)
NET LOSS. . . . . . . . . .            -             -             -               -                -       (232,829)     (232,829)
                              -----------  ------------  ------------  --------------  ---------------  -------------  ------------

BALANCE, DECEMBER 31, 2000.   38,820,518   $     3,882   $   319,364   $           -   $         (681)  $   (264,734)  $    57,831
CONVERSION OF DEBT TO COMMON
  STOCK . . . . . . . . . .       35,667             4         5,346               -                -              -         5,350
EXERCISE OF OPTIONS . . . .      450,000            45           (45)              -                -              -             -
ISSUANCE OF SHARES FOR
  SERVICE . . . . . . . . .       50,000             5           195               -                -              -           200
BUY-BACK OF SHARES. . . . .   (1,025,000)         (103)       (2,559)              -                -              -        (2,662)
FOREIGN EXCHANGE TRANSLATION           -             -             -               -            5,873              -         5,873
NET LOSS. . . . . . . . . .            -             -             -               -                -       (391,930)     (391,930)
                              -----------  ------------  ------------  --------------  ---------------  -------------  ------------

BALANCE, DECEMBER 31, 2001.   38,331,185         3,833       322,301               -            5,192       (656,664)     (325,338)
CONVERSION OF DEBT TO COMMON
  STOCK . . . . . . . . . .    7,923,448           793       151,507               -                -              -       152,300
ISSUANCE OF SHARES FOR
  EMPLOYEE COMPENSATION . .    2,310,000           231        80,619         (56,000)               -              -        24,850
CANCELLATION OF SHARES. . .   (1,000,000)         (100)          100               -                -              -             -
FOREIGN EXCHANGE TRANSLATION           -             -             -               -           (2,518)             -        (2,518)
NET LOSS. . . . . . . . . .            -             -             -               -                -       (893,031)     (893,031)
                              -----------  ------------  ------------  --------------  ---------------  -------------  ------------

BALANCE, DECEMBER 31, 2002.   47,564,633   $     4,757   $   554,527   $     (56,000)  $        2,674   $ (1,549,695)  $(1,043,737)
CONVERSION OF DEBT. . . . .   12,385,714         1,239       684,782               -                -              -       686,021
ISSUANCE OF SHARES FOR CASH    4,833,334           483     2,444,517               -                -              -     2,445,000
ISSUANCE OF SHARES FOR
  EMPLOYEE COMPENSATION . .    3,720,000           372       947,933          56,000                -              -     1,004,305
ISSUANCE OF SHARES FOR
  SERVICES. . . . . . . . .      500,000            50        17,450               -                -              -        17,500
ISSUANCE OF SHARES TO PRE-
  REVERSE MERGER SHAREHOLDERS 15,250,000         1,525        (1,525)              -                -              -             -
FOREIGN EXCHANGE TRANSLATION.          -             -             -               -          (37,934)             -       (37,934)
NET LOSS. . . . . . . . . . .          -             -             -               -                -     (3,925,394)   (3,925,394)
                              -----------  ------------  ------------  --------------  ---------------  -------------  ------------

BALANCE, DECEMBER 31, 2003. . 84,253,681   $     8,426   $ 4,647,684   $           -   $      (35,260)  $ (5,475,089)  $  (854,239)
                              ===========  ============  ============  ==============  ===============  =============  ============
</TABLE>


                                      F - 6
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                                 CONSOLIDATED STATEMENTS OF CASH
                                                                           FLOWS
                                                FOR THE YEARS ENDED DECEMBER 31,
                                                               2003 AND 2002 AND
                                               FOR THE PERIOD FROM JUNE 18, 1999
                                                (INCEPTION) TO DECEMBER 31, 2003
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                               For the
                                                                             Period from
                                                                              June 18,
                                                                                1999
                                                  For the Year Ended       (Inception) to
                                                     December 31,            December 31,
                                            ------------------------------
                                                2003            2002            2003
                                            ------------  ----------------  -------------
<S>                                         <C>           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss . . . . . . . . . . . . . . . .  $(3,925,394)  $      (893,031)  $ (5,475,089)
  Adjustments to reconcile net loss to net
    cash used in operating activities
      Depreciation and amortization. . . .       26,343             7,732         44,211
      Issuance of stock for compensation .    1,004,305            24,850      1,029,155
      Issuance of stock for services . . .       17,500                 -         18,720
      Options granted for services . . . .            -                 -          3,400
      (Increase) decrease in
        Accounts receivable. . . . . . . .            -            12,796              -
        Prepaid expenses and other
          current assets . . . . . . . . .      (62,686)           (1,015)       (73,857)
      Increase (decrease) in
        Accounts payable and accrued
          expenses . . . . . . . . . . . .        8,820            91,719        176,066
        Accrued payroll. . . . . . . . . .      611,366           448,375      1,251,948
                                            ------------  ----------------  -------------

Net cash used in operating activities. . .   (2,319,746)         (308,574)    (3,025,446)
                                            ------------  ----------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment . . .      (90,760)          (23,149)      (104,077)
                                            ------------  ----------------  -------------

Net cash used in investing activities. . .      (90,760)          (23,149)      (104,077)
                                            ------------  ----------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on notes payable. . . . . . . .  $    (1,967)  $             -   $          -
  Proceeds from notes payable. . . . . . .            -               218            218
  Proceeds from convertible debentures . .      600,000                 -        600,000
  Proceeds from issuance of common
    stock. . . . . . . . . . . . . . . . .    2,445,000                 -      2,757,254
  Proceeds from loans from officers/
    shareholders . . . . . . . . . . . . .      400,000           363,775        872,650
  Payments on loans from officers/
    shareholders . . . . . . . . . . . . .      (70,361)                -        (70,361)
  Proceeds from short term loans . . . . .      225,000                 -        225,000
  Payments for redemption of shares. . . .            -                 -         (2,662)
  Offering costs . . . . . . . . . . . . .            -                 -        (33,242)
  Payments on convertible debentures . . .     (400,000)                -       (400,000)
  Payments on capital lease obligations. .      (24,573)                -        (27,195)
                                            ------------  ----------------  -------------

Net cash provided by financing activities.    3,173,099           363,993      3,921,662
                                            ------------  ----------------  -------------

EFFECT OF EXCHANGE RATE CHANGES
  ON CASH. . . . . . . . . . . . . . . . .      (37,934)           (2,518)       (35,260)
                                            ------------  ----------------  -------------

Net increase in cash and cash
  equivalents. . . . . . . . . . . . . . .      724,659            29,752        756,879

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD. . . . . . . . . . .       32,002             2,250              -
                                            ------------  ----------------  -------------

CASH AND CASH EQUIVALENTS,
  END OF PERIOD. . . . . . . . . . . . . .  $   756,661   $        32,002   $    756,879
                                            ============  ================  =============
SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION

  INTEREST PAID. . . . . . . . . . . . . .  $     6,849   $         6,669   $     25,621
                                            ============  ================  =============
</TABLE>


                                      F - 7
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002,
           FOR THE NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002 (UNAUDITED), AND
              FOR THE PERIOD FROM JUNE 18, 2000 (INCEPTION) TO DECEMBER 31, 2003
--------------------------------------------------------------------------------


SUPPLEMENTAL  SCHEDULE  OF  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES
During  the  year  ended December 31, 2003, the Company completed the following:

-    issued  12,385,714  shares of common stock for the conversion of loans from
     officers/shareholders  of  $686,021.

-    entered  into  a  capital  lease agreement for equipment valued at $20,615.

During  the year ended December 31, 2002, the Company issued 7,923,448 shares of
common  stock  for  the  conversion  of  a  note  payable  of  $152,300.

During  the  year  ended  December 31, 2001, the Company issued 35,667 shares of
common  stock  for  the  conversion  of  a  note  payable  of  $5,350.



                                      F - 8
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  1  -  ORGANIZATION  AND  LINE  OF  BUSINESS

CanOnline  Global  Media, Inc. ("CGMI") was formed in the state of Washington on
March 15, 2000.  On September 12, 2000, CGMI entered into a Share Consideration,
Assignment,  and  Transfer Agreement, whereby it acquired all of the outstanding
common stock of CanOnline Media Corporation ("CMC") in exchange for an aggregate
of 38,405,517 shares of newly issued common stock.  For accounting purposes, the
transaction  has  been  treated  as  a  recapitalization of CMC, with CMC as the
accounting  acquirer  (reverse  acquisition).  Accordingly,  the  financial
statements  of  CGMI reflect the historical financial statements of CMC from its
incorporation  on  June 18, 1999 in Vancouver, British Columbia, Canada, and the
operations  of  CGMI  subsequent  to  September 12, 2000.  CGMI did not have any
assets  or  liabilities  at  the  date  of  the acquisition and did not have any
operations  prior  to  the  acquisition. Therefore, pro forma information is not
presented.

On  December 18, 2003, CGMI closed a merger agreement with Delivery Now Corp., a
Delaware  corporation  and  publicly  traded  company  (the  "Parent"), and DLVN
Acquisition  Co.,  a  Delaware  corporation and wholly owned subsidiaries of the
Parent  (the "Merger Sub").  Delivery Now Corp. was incorporated in the state of
Delaware  on  October  3,  2000.  As part of the reverse merger, on December 17,
2003,  Delivery  Now  Corp.  changed  its  fiscal  year end from September 30 to
December  31  and  changed  its  name  to  NS8  Corporation.

Pursuant  to  the  Agreement,  (i) the Merger Sub was merged into CGMI with CGMI
becoming the surviving corporation, (ii) the holders of the 66,670,346 shares of
issued and outstanding Company common stock exchanged their Company common stock
for shares of Registrant's common stock at a one-for-one ratio, receiving in the
aggregate  66,670,346  shares of the Parent's common stock in exchange for their
shares  of  Company  common  stock,  (iii)  the holders of options to acquire an
aggregate  of  14,886,702  shares of CGMI's common stock exchanged their options
for  options  to  acquire  the  Parent's  common  stock  at a one-for-one ratio,
receiving  in the aggregate options to acquire 14,886,702 shares of the Parent's
common  stock,  (iv)  CGMI's  outstanding  7.25%  convertible  debentures in the
principal  amount  of $400,000 were assumed by the Parent and became convertible
into shares of the Parent's common stock at a one-for-one ratio, and (v) the 100
shares  of  common  stock of the Merger Sub  issued and outstanding prior to the
merger were converted into 100 shares of CGMI's common stock, with CGMI becoming
a  wholly-owned  subsidiaries  of  the  Parent.


                                      F - 9
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  1  -  ORGANIZATION  AND  LINE  OF  BUSINESS  (CONTINUED)

Immediately  after  the  conversions,  the  aggregate  number  of  shares of the
Parent's  common  stock issuable to CGMI was equal to approximately 81.4% of the
Parent's  total  outstanding  common  stock.  For  accounting  purposes,  the
transaction  has  been  treated  as a recapitalization of CGMI, with CGMI as the
accounting  acquirer  (reverse  acquisition).  Accordingly,  the  financial
statements  of  NS8 reflect the historical financial statements of CGMI from the
incorporation  of  its  wholly-owned  subsidiary,  CMC,  on  June  18,  1999  in
Vancouver,  British  Columbia,  Canada,  and the operations of NS8 subsequent to
December  18,  2003.

Summarized  pro forma balance sheet and results of operations for the year ended
December  31,  2003 are presented below to show the effect of the acquisition as
if  it  had  occurred  as  of  the  beginning  of  the  period  presented:

<TABLE>
<CAPTION>
                                  CGMI       the Parent    Adjustments      Combined
                             --------------  -----------  -------------    -----------
<S>                          <C>             <C>          <C>              <C>
ASSETS
  Cash and cash
    equivalents . . . . . .  $      756,661  $    10,920  $    (10,920)(B)    $756,661
  Accounts receivable . . .               -       91,572       (91,572)(B)           -
  Loan receivable -
    employees . . . . . . .               -        2,705        (2,705)(B)           -
  Prepaid expenses and
    other current assets. .          73,857        2,596        (2,596)(B)      73,857
  Property and equipment,
    net . . . . . . . . . .         104,647        3,848        (3,848)(B)     104,647
  Other assets. . . . . . .               -        2,696        (2,696)(B)           -
                             --------------  -----------  -------------    -----------

TOTAL ASSETS. . . . . . . .  $      935,165  $   114,337  $   (114,337)    $   935,165
                             ==============  ===========  =============    ===========

LIABILITIES AND
SHAREHOLDERS' DEFICIT
  Accounts payable and
    accrued expenses. . . .  $      130,088  $    74,155  $    (31,514)(B) $   172,729
  Line of credit. . . . . .               -        5,649        (5,649)(B)           -
  Accrued payroll . . . . .       1,251,948            -             -       1,251,948
  Capital lease obligations          17,586            -             -          17,586
  Loans from officers/
    shareholders. . . . . .         149,825       55,641       (55,641)(B)     149,825
  Short-term loans. . . . .         225,000       37,809       (37,809)(B)     225,000
</TABLE>

 (continued)


                                     F - 10
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  1  -  ORGANIZATION  AND  LINE  OF  BUSINESS  (CONTINUED)

<TABLE>
<CAPTION>
                                  CGMI       the Parent    Adjustments      Combined
                             --------------  -----------  -------------    -----------
<S>                          <C>             <C>          <C>              <C>
  Preferred stock, $0.001
    par value . . . . . . .  $            -  $         -  $          -     $         -
  Preferred stock, $0.0001
    par value . . . . . . .               -            -             -               -
  Common stock, $0.0001
    par value . . . . . . .               -          402          (402)(A)
                                                                10,921 (B)      10,921
  Common stock, $0.001
    par value . . . . . . .          69,004            -       (69,004)(B)           -
  Additional paid-in capital      4,587,106      128,273           402 (A)
                                                                58,083 (B)
                                                              (128,273)(B)
                                                                (7,083)(B)   4,638,508
  Accumulated other
    comprehensive
    loss . . . . . . . . .          (35,260)           -             -         (35,260)
  Accumulated deficit. . .       (5,460,132)    (187,592)      151,632(B)   (5,496,092)
                             --------------  -----------  -------------    -----------

TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT. . .   $      935,165   $  114,337  $   (114,337)    $   935,165
                             ==============  ===========  =============    ===========
</TABLE>

(A)  To  eliminate  common  stock  of  the  Parent.
(B)  To  record issuance of shares by CGMI to acquire the Parent and sale of the
     BMW  Messenger  Services  subsidiary  to  shareholders  of  the  Parent.

<TABLE>
<CAPTION>
                                  CGMI       the Parent    Adjustments      Combined
                             --------------  -----------  -------------    -----------
<S>                          <C>             <C>          <C>              <C>
Revenues                     $            -  $   848,093  $   (848,093)(A) $        -
Service  expenses                         -     (542,174)      542,174 (A)          -
Research  and
     development                 (1,382,000)           -             -     (1,382,000)
General  and
     administrative              (2,518,058)    (409,924)      297,782 (A) (2,630,200)
Other  income                        27,594            -             - (A)     27,594
Interest  expense                   (52,930)      (3,375)        3,375        (52,930)
                             --------------  -----------  -------------    -----------

NET  LOSS                    $   (3,925,394) $  (107,380) $     (4,762)    $(4,037,536)
                             ==============  ===========  =============    ===========
</TABLE>

 (continued)


                                     F - 11
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  1  -  ORGANIZATION  AND  LINE  OF  BUSINESS  (CONTINUED)

<TABLE>
<CAPTION>
                                  CGMI       the Parent    Adjustments      Combined
                             --------------  -----------  -------------    -----------
<S>                          <C>             <C>          <C>              <C>
BASIC  AND  DILUTED  LOSS
     PER  SHARE              $       (0.07)  $         -
                             ==============  ===========
WEIGHTED-AVERAGE
     NUMBER  OF  SHARES
     OUTSTANDING                58,167,101    40,200,000
                             ==============  ===========
</TABLE>

(A)  To  record issuance of shares by CGMI to acquire the Parent and sale of the
     BMW  Messenger  Services  subsidiary  to  shareholders  of  the  Parent.

Summarized  pro forma balance sheet and results of operations for the year ended
December  31,  2002 are presented below to show the effect of the acquisition as
if  it  had  occurred  as  of  the  beginning  of  the  period  presented:

<TABLE>
<CAPTION>
                                  CGMI       the Parent    Adjustments      Combined
                             --------------  -----------  -------------    -----------
<S>                          <C>             <C>          <C>              <C>
ASSETS
     Cash  and  cash
          equivalents        $       32,002  $    20,034  $    (20,034)(B) $    32,002
     Accounts  receivable                 -       95,660       (95,660)(B)           -
     Loan  receivable -
          employees                       -        3,909        (3,909)(B)           -
          Prepaid  expenses  and
          other current assets       11,171       10,055       (10,055)(B)      11,171
     Property  and  equipment,
          net                        18,758        1,885        (1,885)(B)      18,758
     Other  assets                        -        2,696        (2,696)(B)           -
                             --------------  -----------  -------------    -----------

TOTAL  ASSETS                $       61,931  $   134,239  $   (134,239)    $    61,931
                             ==============  ===========  =============    ===========

LIABILITIES  AND
SHAREHOLDERS'  DEFICIT
     Accounts  payable  and
          accrued expenses   $      157,255  $    23,096  $    (11,548)(B) $   168,803
     Accrued  payroll               640,582            -             -         640,582
     Convertible  debentures          1,967            -             -           1,967
     Capital  lease  obligations     20,687            -             -          20,687
     Loans  from  officers/
          shareholders              275,186            -             -         275,186
     Notes  payable                       -       62,680       (62,680)(A)           -
</TABLE>

 (continued)


                                     F - 12
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  1  -  ORGANIZATION  AND  LINE  OF  BUSINESS  (CONTINUED)

<TABLE>
<CAPTION>
                                  CGMI       the Parent    Adjustments      Combined
                             --------------  -----------  -------------    -----------
<S>                          <C>             <C>          <C>              <C>
     Preferred stock, $0.001
          par  value         $            -  $         -  $           -    $         -
     Preferred stock, $0.0001
          par  value                      -            -              -              -
     Common  stock,  $0.0001
          par  value                      -          402           (402)(A)
                                                                 10,921 (B)     10,921
     Common  stock,  $0.001
          par  value                 47,565            -        (47,565)(B)          -
     Additional  paid-in  capital   511,719      128,273            402 (A)
                                                                 36,644 (B)
                                                               (128,273)(B)
                                                                 (7,912)(B)    540,853
     Deferred  compensation         (56,000)           -              -        (56,000)
     Accumulated  other
          comprehensive
          income                      2,674            -              -          2,674
     Accumulated  deficit        (1,539,704)     (80,212)        76,174 (B) (1,543,742)
                             --------------  -----------  -------------    -----------

TOTAL  LIABILITIES  AND
SHAREHOLDERS'  DEFICIT       $       61,931  $   134,239  $   (134,239)    $    61,931
                             ==============  ===========  =============    ===========
</TABLE>

(A)  To  eliminate  common  stock  of  the  Parent.
(B)  To  record issuance of shares by CGMI to acquire the Parent and sale of the
     BMW  Messenger  Services  subsidiary  to  shareholders  of  the  Parent.

<TABLE>
<CAPTION>
                                  CGMI       the Parent    Adjustments      Combined
                             --------------  -----------  -------------    -----------
<S>                          <C>             <C>          <C>              <C>

Revenues                     $            -  $   801,723  $   (801,723)(A) $         -
Service  expenses                         -     (532,969)      532,969 (A)           -
Selling  expenses                         -      (15,651)       15,651 (A)           -
Research  and
     development                    (95,723)           -             -         (95,723)
General  and
     administrative                (825,804)    (338,689)      257,404 (A)    (907,089)
Other  expense                       35,165          263          (263)(A)      35,165
Interest  expense                    (6,669)           -             -          (6,669)
                             --------------  -----------  -------------    -----------

NET  LOSS                    $     (893,031) $   (85,323) $      4,038     $  (974,316)
                             ==============  ===========  =============    ===========
</TABLE>

 (continued)


                                     F - 13
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  1  -  ORGANIZATION  AND  LINE  OF  BUSINESS  (CONTINUED)

<TABLE>
<CAPTION>
                                  CGMI       the Parent    Adjustments      Combined
                             --------------  -----------  -------------    -----------
<S>                          <C>             <C>          <C>              <C>
BASIC  AND  DILUTED  LOSS
     PER  SHARE              $        (0.02) $     (0.02)
                             ==============  ===========
WEIGHTED-AVERAGE
     NUMBER  OF  SHARES
     OUTSTANDING                 41,870,714    3,804,852
                             ==============  ===========
</TABLE>

(A)  To  record issuance of shares by CGMI to acquire the Parent and sale of the
     BMW  Messenger  Services  subsidiary  to  shareholders  of  the  Parent.

NS8,  CGMI,  and  CMC  (collectively,  the  "Company") design and produce online
business  applications in the areas of streaming software, digital media rights,
data-content management, audio-video communications, and corporate collaboration
systems.

NOTE  2  -  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles generally accepted in the United States of America, which
contemplate  continuation  of  the  Company as a going concern.  During the year
ended  December  31, 2003, the Company incurred a net loss of $3,925,394 and had
negative cash flows from operations of $2,319,746.  In addition, the Company had
an  accumulated deficit of $5,475,089 at December 31, 2003.  These factors raise
substantial  doubt  about  the Company's ability to continue as a going concern.

Recovery of the Company's assets is dependent upon future events, the outcome of
which  is  indeterminable.  Management  plans  to  continue  to  provide for its
capital needs during the year ended December 31, 2004 by issuing debt and equity
securities  and  by  the  continued  development of its products.  The financial
statements  do  not  include  any adjustments relating to the recoverability and
classification  of  recorded  asset  amounts  or  amounts  and classification of
liabilities  that might be necessary should the Company be unable to continue in
existence.

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation
-----------------------------
The consolidated financial statements include the accounts of NS8 and its wholly
owned  subsidiaries,  CGMI  and CMC.  All significant inter-company accounts and
transactions  are  eliminated  in  consolidation.

                                     F - 14

<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Development  Stage  Enterprise
------------------------------
The  Company is a development stage company as defined in Statement of Financial
Accounting  Standards  ("SFAS")  No. 7, "Accounting and Reporting by Development
Stage  Enterprises."  The  Company  is devoting substantially all of its present
efforts  to  establish a new business, and its planned principal operations have
not  yet  commenced. All losses accumulated since inception have been considered
as  part  of  the  Company's  development  stage  activities.

Comprehensive  Income  (Loss)
-----------------------------
The  Company  utilizes  SFAS  No.  130,  "Reporting Comprehensive Income."  This
statement  establishes  standards  for reporting comprehensive income (loss) and
its components in a financial statement.  Comprehensive income (loss) as defined
includes  all  changes  in  equity  (net  assets) during a period from non-owner
sources.  Examples of items to be included in comprehensive income (loss), which
are  excluded  from  net  income  (loss),  include  foreign currency translation
adjustments,  minimum  pension  liability  adjustments, and unrealized gains and
losses  on  available-for-sale  securities.

Cash  and  Cash  Equivalents
----------------------------
For the purpose of the statements of cash flows, the Company consider all highly
liquid investments purchased with original maturities of three months or less to
be  cash  equivalents.

Property  and  Equipment
------------------------
Property  and  equipment  are  stated  at  cost.  The  Company  provides  for
depreciation  and  amortization using the double-declining method over estimated
useful  lives  of  five to seven years. Expenditures for maintenance and repairs
are  charged  to  operations  as  incurred  while  renewals  and betterments are
capitalized.  Gains  or  losses  on  the  sale  of  property  and  equipment are
reflected  in  the  statements  of  operations.

Fair  Value  of  Financial  Instruments
---------------------------------------
The  Company's  financial instruments include cash and cash equivalents, prepaid
expenses  and  other  current assets, accounts payable and accrued expenses, and
accrued  payroll.  The  book  value  of  all  other  financial  instruments  are
representative  of  their  fair  values.

Advertising  Costs
------------------
The  Company  expenses  advertising  costs  as  incurred.
For the years ended December 31, 2003 and 2002, advertising costs were $103,427,
and  $13,303,  respectively.

Software  Development  Costs
----------------------------
Pursuant to the provisions of SFAS No. 86, "Accounting for the Costs of Computer
Software  to  Be  Sold,  Leased or Otherwise Marketed," we capitalize internally
developed  software  and  software  purchased  from third parties if the related
software  product  under development has reached technological feasibility or if
there  are  alternative  future uses for the purchased software. These costs are
amortized on a product-by-product basis typically over the estimated life of the
software product using the greater of the ratio that current gross revenue for a
product  bears  to the total of current and anticipated future gross revenue for
that  product  or the straight-line method over the remaining estimated economic
life  of  the  product.  At  each  balance  sheet  date,  we  evaluate  on  a
product-by-product  basis  the unamortized capitalized cost of computer software
compared  to the net realizable value of that product.   The amount by which the
unamortized  capitalized  costs  of  a  computer software product exceed its net
realizable  value  is  written off.  At December 31, 2003, all costs incurred to
internally  development  our  software  had  been  expensed.


                                     F - 15
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Stock-Based  Compensation
-------------------------
SFAS  No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No.
148,  "Accounting  for  Stock-Based  Compensation-Transition  and  Disclosure,"
defines  a  fair  value based method of accounting for stock-based compensation.
However,  SFAS No. 123 allows an entity to continue to measure compensation cost
related  to  stock  and  stock  options  issued to employees using the intrinsic
method  of  accounting prescribed by Accounting Principles Board ("APB") Opinion
No.  25, "Accounting for Stock Issued to Employees." Entities electing to remain
with the accounting method of APB Opinion No. 25 must make pro forma disclosures
of  net  income and earnings per share as if the fair value method of accounting
defined in SFAS No. 123 had been applied. The Company has elected to account for
its  stock-based  compensation  to  employees under APB Opinion No. 25 using the
intrinsic  value  method.

If the Company had elected to recognize compensation expense based upon the fair
value  at  the  grant  date  for  awards  under  its  plan  consistent  with the
methodology  prescribed  by  SFAS  No.  123, the Company's net loss and loss per
share  would  be  reduced to the pro forma amounts indicated below for the years
ended  December  31,  2003  and  2002:

<TABLE>
<CAPTION>
<S>                                                             <C>            <C>
                                                                    2003           2002
                                                                ------------   -----------
     Net  loss
          As  reported                                          $(3,860,437)   $ (893,031)
          Add  stock  based  employee  compensation
               expense included in net income, net of tax                               -
          Deduct  total  stock  based  employee  compensation
               expense  determined  under  fair  value  method
               for  all  awards,  net  of  tax                     (446,601)            -
                                                                ------------   -----------

                    PRO  FORMA                                  $(4,307,038)   $ (893,031)
                                                                ============   ===========

                                                                    2003           2002
                                                                ------------   -----------
     Loss  per  common  share
          Basic  -  as  reported                                $     (0.07)   $    (0.02)
          Basic  -  pro  forma                                  $     (0.07)   $    (0.02)
          Diluted  -  as  reported                              $     (0.07)   $    (0.02)
          Diluted  pro  forma                                   $     (0.07)   $    (0.02)
</TABLE>

For  purposes  of  computing the pro forma disclosures required by SFAS No. 123,
the  fair  value  of each option granted to employees and directors is estimated
using the Black-Scholes option-pricing model with the following weighted-average
assumptions  for  the  year  ended  December  31,  2003:  dividend  yield of 0%;
expected  volatility of 100%; risk-free interest rate of 1.2%; and expected life
of  five  years.  The weighted-average fair value of options granted during year
ended  December 31, 2003 for which the exercise price equals the market price on
the  grant  date  was $0.03, and the weighted-average exercise price was $0.035.
No  stock options were granted during the year ended December 31, 2003 for which
the  exercise  price was less than or greater than the market price on the grant
date.

The Black-Scholes option valuation model was developed for use in estimating the
fair  value  of  traded  options, which do not have vesting restrictions and are
fully  transferable.  In  addition, option valuation models require the input of
highly  subjective  assumptions,  including the expected stock price volatility.
Because  the Company's employee stock options have characteristics significantly
different  from  those  of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models  do  not  necessarily  provide a reliable single
measure  of  the  fair  value  of  its  employee  stock  options.

Loss  Per  Share
----------------
The  Company  utilizes SFAS No. 128, "Earnings per Share."  Basic loss per share
is  computed  by  dividing  loss  available  to  common  shareholders  by  the
weighted-average number of common shares outstanding.  Diluted loss per share is
computed  similar  to  basic  loss  per  share  except  that  the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common  shares  were  dilutive.  Common  equivalent shares are excluded from the
computation  if  their  effect  is  anti-dilutive.

Since  their  effect  would  have  been  anti-dilutive, common stock equivalents
totaling  14,886,702 options for common stock were excluded from the calculation
of diluted loss per share for the year ended December 31, 2003.  The Company did
not  have  any  common  stock  equivalents for the year ended December 31, 2002.

Research  and  Development
--------------------------
Research  and  Development  costs  are  charged  to  operations  as  incurred.

Income  Taxes
-------------
The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the  recognition  of deferred tax assets and liabilities for the expected future
tax  consequences  of events that have been included in the financial statements
or tax returns.  Under this method, deferred income taxes are recognized for the
tax  consequences in future years of differences between the tax bases of assets
and  liabilities and their financial reporting amounts at each year-end based on
enacted  tax laws and statutory tax rates applicable to the periods in which the
differences  are  expected  to  affect taxable income.  Valuation allowances are
established,  when  necessary,  to  reduce  deferred  tax  assets  to the amount
expected  to  be  realized.


                                     F - 16
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Foreign  Currency  Translation
------------------------------
Assets and liabilities in foreign currencies are translated at the exchange rate
prevailing  at  the balance sheet date.  Revenues and expenses are translated at
the  exchange  rate  prevailing at the transaction date, and the resulting gains
and  losses  are  reflected  in  the statements of operations.  Gains and losses
arising from translation of a subsidiary's foreign currency financial statements
are  shown  as  a  component  of  shareholders'  equity  as  accumulated  other
comprehensive  income  (loss).

Estimates
---------
The  preparation  of  financial statements 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 and the reported amounts of revenue and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.

Concentrations  of  Credit  Risk
--------------------------------
Financial instruments which potentially subject the Company to concentrations of
credit  risk  consist of cash and cash equivalents.  The Company places its cash
and  cash  equivalents  with  high  credit,  quality financial institutions.  At
times,  such  cash  and cash equivalents may be in excess of the Federal Deposit
Insurance  Corporation  insurance  limit  of  $100,000.  The  Company  has  not
experienced  any  losses  in such accounts and believes it is not exposed to any
significant  credit  risk  on  cash  and  cash  equivalents.

NOTE  4  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  at  December  31,  2003  consisted  of  the following:

     Computer  equipment  and  software                $     76,540
     Furniture  and  equipment                               40,564
     Vehicles                                                25,172
     Leasehold  improvements                                  8,316
                                                       ------------

                                                            150,592
     Less accumulated depreciation and amortization          45,945
                                                       ------------

          TOTAL                                        $    104,647
                                                       ============

Depreciation  and  amortization expense was $26,343, $7,732, and $44,211 and for
the  years  ended  December  31, 2003 and 2002 and the period from June 18, 1999
(inception)  to  December  31,  2003,  respectively.


                                     F - 17
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  5  -  SHORT-TERM  LOANS

Amounts due under short-term loans earn interest at 8% per annum and are payable
on  demand.

NOTE  6  -  CONVERTIBLE  DEBENTURES

On January 28, 2003, the Company issued 600 convertible debentures at a price of
$1,000  per  debenture  to  six  investors  for  a total price of $600,000.  The
convertible  debentures  bear  interest at 7.25% per annum and mature on January
28,  2004.  Immediately  subsequent  to  the  maturity  date,  any  unconverted
principal  amount  will  be automatically converted into shares of common stock.
The  conversion  price  for  the  debentures  will  be  $0.035  per share of the
Company's common stock subject to certain limitations of the purchase agreement.

The  conversion  price  for  the  debentures  was  determined  in  arms  length
negotiations  between  the Board of Directors of the Company and representatives
of  the investors. The negotiations were based on the best information available
and  took into account the value of the Company's financial position, results of
operations,  products,  prospects  and  other  factors relating to the Company's
business including the high risk inherent in a start-up high technology company.
There was no active public market for the Company's common stock at the time the
debentures  were  issued

Two  of  the six investors are related parties of the Company.  In October 2003,
the  two  related  party  investors  converted their debentures of $200,000 into
5,714,286  shares  of  common  stock, and the remaining balance of $400,000 plus
accrued  interest  was  repaid  in  December  2003.

NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES

Leases
------
The Company leases its facilities under various non-cancelable operating leases,
which  require  monthly  payments ranging from $150 to $6,261 and expire through
March  2005.  In  addition,  the  Company leases various equipment under capital
lease  obligations,  which  require  monthly payments ranging from $272 to $500,
bear  interest  at  approximately  20%  per  annum, and expire through May 2006.


                                     F - 18
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Leases  (Continued)
------
Future  minimum  lease payments under these non-cancelable operating and capital
lease  obligations  at  December  31,  2003  were  as  follows:

      Year  Ending                        Operating              Capital
     December  31,                          Leases               Leases
     -------------                      -------------          ----------

          2004                          $     140,566          $   11,344
          2005                                  9,785               8,071
          2006                                      -               2,002
                                        -------------          ----------

                                        $     150,351              21,417
                                        =============          ==========
     Less amount representing interest                              3,831
                                        -------------          ----------

                                                                   17,586
     Less  current  portion                                        11,344
                                        -------------          ----------

          LONG-TERM  PORTION                                  $     6,242
                                                              ===========

Rent  expense  was  $119,997, $26,504, and $163,004 for the years ended December
31,  2003 and 2002 and the period from June 18, 1999 (inception) to December 31,
2003,  respectively.

Leased  capital  assets  included in property and equipment at December 31, 2003
were  estimated  to  be  as  follows:

     Computer  equipment                $     21,472
     Vehicles                                 25,172
                                        ------------

                                              46,644
     Less  accumulated  depreciation          28,393
                                        ------------

          TOTAL                         $     18,251
                                        ============

Depreciation  expense  for  assets under capital leases was $12,143, $2,633, and
$28,398  for the years ended December 31, 2003 and 2002 and the period from June
18,  1999  (inception)  to  December  31,  2003,  respectively.


                                     F - 19
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Employment  Agreements
----------------------
The  Company  entered into an employment agreement with its President for a term
of three years, commencing May 1, 2003 and ending, unless terminated earlier, on
May 1, 2006 at a salary of $150,000 per annum.  In October 2003, this employment
agreement  was  terminated.

The  Company  has  entered  into  employment agreements with its Chief Executive
Officer,  Chief  Technology  Officer,  Chief Software Architect, Chief Financial
Officer,  and  Senior  Vice  President,  Legal  Affairs,  for annual salaries of
$150,000,  $150,000,  $120,000,  $110,000,  and  $135,000,  respectively.  The
agreements  each have a termination without cause severance payment of 36 months
of  salary,  which  at  December 31, 2003 would be $450,000, $450,000, $360,000,
$330,000  and  $405,000, respectively.  These agreements do not have termination
dates.

Litigation
----------
The  Company  may  become involved in certain legal proceedings and claims which
arise  in  the  normal course of business.  Management does not believe that the
outcome  of  any  such  matter  will  have  a  material  effect on the Company's
financial  position  or  results  of  operations.

NOTE  8  -  SHAREHOLDERS'  EQUITY

Preferred  Stock
----------------
The  Company has 50,000,000 authorized shares of non-voting preferred stock with
a  $0.0001 par value.  The preferred stock may be issued in series, from time to
time,  with such designations, rights, preferences, and limitations as the Board
of  Directors  may  determine  by  resolution.  The  Company  did  not  have any
preferred  stock  issued  and  outstanding  at  December  31,  2003.

Common  Stock
-------------
During  the  year  ended  December 31, 2003, the Company completed the following
transactions:

-     issued  2,100,000  shares  of  common  stock  for  cash totaling $495,000.
Offering  costs  were  not  incurred  in  connection  with  this  transaction.


                                     F - 20
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  8  -  SHAREHOLDERS'  EQUITY  (CONTINUED)

Common  Stock  (Continued)
-------------

-     issued  1,166,667  units  for an aggregate of cash proceeds of $1,750,000.
This  offering  is  being conducted pursuant to Regulation D and Regulation S as
adopted by the Securities and Exchange Commission pursuant to the Securities Act
of 1933.  Each unit consists of two shares of the Company's common stock and one
warrant  to purchase one share of the Company's common stock at a purchase price
of  $1.50 per unit.  The warrants vest immediately and expire two years from the
date  of grant.  As offering costs, the Company issued warrants exercisable into
233,333  shares  of  the Company's common stock at an exercise price of $1.  The
warrants  vest  immediately  and  expire  two years from the date of grant.  The
value  of  the  warrants  was  determined  to  be  immaterial.

-     issued 400,000 shares of common stock for cash proceeds of $200,000.  This
offering  is  being  conducted  pursuant  to  Regulation  D  as  adopted  by the
Securities  and  Exchange  Commission  pursuant  to  the Securities Act of 1933.

-     issued  3,720,000 shares of common stock valued at $1,004,305 to employees
of the Company as compensation.  These shares became fully vested as part of the
reverse  merger  in  December  2003.

-     issued  500,000  shares  of  common  stock  to  a third party for services
rendered  valued  at  $17,500.

-     issued  12,385,714 shares of common stock for the conversion of loans from
officers/shareholders  and  accrued  interest  payable  totaling  $686,021

During  the  year  ended  December 31, 2002, the Company completed the following
transactions:

-     issued  7,923,448  shares  of  common  stock  for the conversion of a note
payable  of  $152,300.

-     issued  2,310,000 shares of common stock valued at $80,850 to employees of
The  Company  as  compensation.

-     canceled 1,000,000 shares of common stock that were transferred to a Board
advisor  as  a  result  of  terminating this individual's position on the Board.


                                     F - 21
<PAGE>


                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------
NOTE  8  -  SHAREHOLDERS'  EQUITY  (CONTINUED)

Common  Stock  (Continued)
-------------
During  the  year  ended  December 31, 2001, the Company completed the following
transactions:

-     issued  50,000  shares  of  common  stock  to  a  third party for services
rendered  valued  at  $200.

-     issued  35,667 shares of common stock for the conversion of a note payable
of  $5,350.

-     redeemed  1,025,000  shares  of  common  stock  in  exchange  for  $2,662.

-     issued  450,000  shares of common stock upon the exercise of stock options
on  a  cashless  basis.

During  the  year  ended  December 31, 2000, the Company completed the following
transactions:

-     issued  20,000  shares  of  common  stock  to  a  third party for services
rendered  valued  at  $1,020.

-     issued 2,000,000 shares of common stock upon the exercise of stock options
on  a  cashless  basis.

-     granted  500,000  stock  options as payment for services rendered by third
parties  valued  at  $3,400.

-     issued  3,239,112  shares  of  common  stock  for  cash totaling $284,139.
Offering  costs consisting of cash of $10,742 and 150,000 shares of common stock
valued  at  $22,500  were  incurred  in  connection  with  these  transactions.


                                     F - 22
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  8  -  SHAREHOLDERS'  EQUITY  (CONTINUED)

Common  Stock  (Continued)
-------------
During  the  period  from  June  18,  1999 (inception) to December 31, 1999, the
Company  completed  the  following  transactions:

-     issued  29,281,406  shares  of  common  stock  for the conversion of notes
payable  to  officers  of  $39,813.

-     issued  4,130,000  shares  of  common  stock  for  cash  totaling  $5,616.
Offering  costs  were  not  incurred  in  connection  with  this  transaction.

Employee  Stock  Options
------------------------
In  February  2003,  the  Company  granted  stock options to purchase 14,886,702
shares  of  common  stock to certain officers of the Company.  The stock options
have an exercise price of $0.035, which was assumed to be equal to the Company's
stock  price on the date of grant.  The options vest immediately and expire five
years  from  the  date  of  grant.

The  following  summarizes the stock options transactions:

                                                                  Weighted-
                                                                  Average
                                            Stock  Options        Exercise
                                             Outstanding           Price
                                            ------------        -----------
     Outstanding, June 18, 1999 (inception
           through December  31,  2002                -         $        -
               Granted                       14,886,702         $    0.035
                                            ------------        -----------

     OUTSTANDING,  DECEMBER  31,  2003       14,886,702         $    0.035
                                             ===========        ===========

     EXERCISABLE,  DECEMBER  31,  2003       14,886,702         $    0.035
                                             ===========        ===========

The  Company  has  adopted  only  the disclosure provisions of SFAS No. 123.  It
applies  APB  No. 25 and related interpretations in accounting for its plans and
does  not  recognize compensation expense for its stock-based compensation plans
other  than  for  restricted  stock and options issued to outside third parties.


                                     F - 23
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  9  -  INCOME  TAXES

The  provision  for  income taxes differs from the amount that would result from
applying  the  federal  statutory rate for the years ended December 31, 2003 and
2002  as  follows:

<TABLE>
<CAPTION>
<S>                                                             <C>            <C>
                                                                    2003           2002
                                                                ------------   -----------
     Statutory  regular  federal  income  benefit  rate            (34.0)%       (34.0)%
     State  income  taxes,  net of federal benefit                  (5.8)         (5.8)
     Change  in  valuation  allowance                               39.6          39.7
     Other                                                           0.2           0.1
                                                                ------------   -----------

          TOTAL                                                      -   %         -   %
                                                                ============   ===========
</TABLE>

The  components  of the deferred income tax assets (liabilities) at December 31,
2003  were  as  follows:
<TABLE>
<CAPTION>
<S>                                                             <C>            <C>
     Net  operating  loss  carry-forwards                                      $ 1,770,100
     State  taxes                                                                 (161,500)
     Accrued  payroll                                                              536,300
                                                                               -----------

                                                                                 2,144,900
     Valuation  allowance                                                        2,144,900
                                                                               -----------

          TOTAL                                                                $         -
                                                                               ===========
</TABLE>


                                     F - 24
<PAGE>

                                                                 NS8 CORPORATION
                                                   (FORMERLY DELIVERY NOW CORP.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

NOTE  9  -  INCOME  TAXES  (CONTINUED)

The  valuation  allowance  increased by approximately $1,530,000 during the year
ended December 31, 2003.  As of December 31, 2003, the Company had net operating
loss  carryforwards  for  federal and state income tax purposes of approximately
$4,131,900  and  $4,131,900, respectively.  The net operating loss carryforwards
begin expiring in 2020 and 2010, respectively.  The utilization of net operating
loss  carryforwards  may  be  limited  due  to  the  ownership  change under the
provisions  of  Internal  Revenue Code Section 382 and similar state provisions.


NOTE  10  -  RELATED  PARTY  TRANSACTIONS

Loans  from  Officers/Shareholders
----------------------------------
Loans  from  officers/shareholders  at December 31, 2003 consisted of loans from
several  officers/shareholders  throughout  the  year  to  finance the Company's
operations.  At December 31, 2003, $149,825 was due to the officers/shareholders
for  these  services.


NOTE  11  -  SUBSEQUENT  EVENTS

Employment  Agreements
----------------------
In  January  and  February  2004, the Company entered into employment agreements
with  its  President  and  its  Chief  Marketing  Officer  at annual salaries of
$180,000  and  $125,000,  respectively.  In  addition,  each officer was granted
2,000,000  restricted,  unregistered  shares  of  common  stock  and  options to
purchase  2,000,000  and  1,500,000  shares  of  common  stock, respectively, at
exercise prices equal to the Company's stock price on the date of the employment
agreement.

The  stock options vest one year from the grant date and expire five years after
the  vesting  date.  The  officers  will  forfeit all stock and options if their
employment agreements are terminated by either the Company or the officer during
the first year of employment.  The officers will also be eligible to participate
in additional stock or option bonus plans of the Company after the first year of
employment.  The  employment  agreements  have  no  term and will continue until
terminated  under  the  provisions  of  the  agreements.

Stock  Options
--------------
In February 2004, the Company granted stock options to purchase 1,225,000 shares
of  common  stock  to  certain  employees.


                                     F - 25
<PAGE>