U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                (Amendment No.2)

                                   (Mark One)

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

                    For fiscal year ended: December 31, 2004
                                       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                              (IRS  Employer
Of  Incorporation  or Organization                          Identification  No.)




  200-1311 Howe Street, Vancouver, BC                          V6Z 2P3
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                     (Zip Code)


Issuer's Telephone Number (604) 677-6994


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]


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State registrant's revenues for its most recent fiscal year:  $0.00

As of December 31, 2006, there were 117,232,572  shares of common stock,  with a
par value of $0.0001,  issued and outstanding,  including 7,090,722  unexchanged
shares of CanOnline Global Media, Inc.  ("CGMI").  Of the issued and outstanding
common shares of the registrant,  approximately  84,998,091  shares were held by
non-affiliates of the registrant. All of the unexchanged shares of CGMI are held
by  non-affiliates  of the  registrant.  The market value of securities  held by
non-affiliates is approximately  US$11,899,733  based on the average closing bid
and asked bid price of the  registrant's  common stock on December 31, 2006. The
market  value  of the  unexchanged  shares  of CGMI is  US$992,701  based on the
average closing bid and asked price of the registrant's common stock on December
31, 2006, had the unexchanged  shares be exchanged into shares of the registrant
on that date.

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

Documents Incorporated By Reference: None


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<PAGE>



                                 NS8 Corporation
                        INDEX TO ANNUAL REPORT AMENDMENT
                                December 31, 2004

                                                                           Page
                                                                           ----
PART  I.  FINANCIAL  INFORMATION

     Item  8.     Controls  and  Procedures                                 5

PART  II.  OTHER  INFORMATION

     Item  6.     Exhibits                                                  6

SIGNATURES                                                                  7


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<PAGE>




SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

To the extent  that the  information  presented  in this  Annual  Report on Form
10-KSB/A for the year ended December 31, 2004, discusses financial  projections,
information or  expectations  about its products or markets,  or otherwise makes
statements about future events, such statements are forward-looking. The Company
is making  these  forward-looking  statements  in  reliance  on the safe  harbor
provisions of the Private Securities Litigation Reform Act of 1995. Although the
Company  believes  that the  expectations  reflected  in  these  forward-looking
statements are based on reasonable assumptions,  there are a number of risks and
uncertainties  that could cause actual  results to differ  materially  from such
forward-looking  statements.  These risks and uncertainties include, but are not
limited to:

o    the  Company's  ability  to  commercialize  its  products  and to  begin to
     generate revenue and to eventually generate a profit;

o    the  Company's   ability  to  raise  additional   capital  to  sustain  its
     operations;  the  acceptance  of its products,  services and  technology by
     consumers;

o    the Company's ability to protect its intellectual property;

o    its ability to establish  strategic  licensing  relationships  with digital
     media  content  owners,  communication  companies  and consumer  electronic
     hardware manufacturers; and

o    the amount and timing of future sales of the Company's common stock that it
     is required to issue upon conversion of outstanding convertible securities.

A detailed  discussion  of these and other  risks and  uncertainties  that could
cause actual results and events to differ  materially from such  forward-looking
statements  is included as part of its 2005 annual  report on Form 10-KSB  filed
with the Securities and Exchange  Commission on April 17, 2006. In addition,  we
disclaim any  obligation  to update any  forward-looking  statements  to reflect
events or circumstances  after the date of this Annual Report.  When considering
such  forward-looking  statements,  you should keep in mind the risks referenced
above and the other cautionary statements in this Annual Report.


STATEMENT REGARDING THIS AMENDMENT

This Form  10-KSB/A  is being  filed to amend  Form  10-KSB  for  period  ending
December 31, 2004  originally  filed on April 5, 2004, and amended on August 28,
2006. Particularly, the Company has filed this amended Form 10-KSB/A to:

o    Revise the disclosures under Item 8. Controls And Procedures

In order to preserve the nature and character of the  disclosures as of April 5,
2004,  except as  specifically  discussed in this  Amendment No. 2 to the Annual
Report on Form 10-KSB/A, no attempt has been made in this amendment to modify or
update such  disclosures  for events which occurred  subsequent to the filing of
amendment  No. 1 to the Annual  Report on Form 10-KSB on August 28,  2006.  This
amendment  should also be read in conjunction  with its amended Annual Report on
Form 10-KSB for the year ended December 31, 2005.


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<PAGE>



ITEM 8A. Controls and Procedures.

The Company is required to maintain  disclosure controls and procedures that are
designed to ensure that  information  required  to be  disclosed  in its reports
under the Securities Exchange Act of 1934, as amended,  is recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms,  and that such information is accumulated and communicated to management,
including the Company's chief executive  officer and chief financial  officer as
appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2004,  the  Company's  CEO and CFO performed an evaluation of
the  effectiveness  and  operation  of the  Company's  disclosure  controls  and
procedures  as defined in Rules  13a-15(e)  or  15d-15(e)  under the  Securities
Exchange Act of 1934, as amended.  Based on that  evaluation,  the Company's CEO
and CFO concluded  that the  disclosure  controls and  procedures of the Company
were  ineffective.  The CEO and CFO have concluded  that the following  material
weaknesses were continuing as of that date:

The Company was  required to restate its  financial  statements  for the periods
ended December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005 to
properly account for convertible debentures and warrants that were issued during
2004 and 2005.  In accounting  for these  debentures  and warrants,  the Company
initially   neglected  to  consider  the  guidance   contained  in  EITF  00-19,
"Accounting  for Derivative  Financial  Instruments  Indexed To, and Potentially
Settled  In, a  Company's  Own  Common  Stock,"  and SFAS  133  "Accounting  for
Derivative  Instruments and Hedging Activities." In correcting its initial error
in accordance with the guidance  provided in EITF 00-19, the Company  determined
that the conversion feature of the debentures  represents an embedded derivative
since the  debentures  are  convertible  into a variable  number of shares and a
liquidated damage clause contained in the registration rights agreement executed
in connection with the issuance of the debentures and the warrants  required the
Company to pay liquidated damages of 2.0% per month of the outstanding principal
amount of the  debentures,  in cash or shares of common  stock to the holders of
the  debentures in the event that a registration  statement  covering the shares
underlying  the debentures  and warrants was not declared  effective  within 105
days from the date the debentures and the warrants were issued. Accordingly, the
debentures and the warrants are not considered to be "conventional"  convertible
debt  under  EITF  00-19  and  thus  the  embedded  conversion  feature  must be
bifurcated from the debt host and accounted for as a derivative liability.  Upon
discovering  the error,  the  Company  delayed  the filing of the 10-KSB for the
period  ended  December  31,  2005 to  include  accounting  for  the  derivative
liabilities and  subsequently  restated its financial  statements for the period
ended December 31, 2004 and for the periods ended March 31, 2005,  June 30, 2005
and September 30, 2005.

The Company  determined  that the  principal  contributing  factor to the errors
described  above  was the lack of a  competent  accounting  staff  with  skills,
training and familiarity with complex technical  accounting  pronouncements that
affect the Company's financial statements and disclosures. The Company has since
employed qualified internal accounting personnel and consults on a regular basis
with qualified external financial  professionals who provide the Company with up
to date,  current  guidance  with  respect to  financial  reporting  and complex
accounting  issues.  As of August 30, 2006, the Company had spent  approximately
$65,000 to hire new personnel and to obtain advice from outside professionals to
correct the errors discussed above.


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<PAGE>



ITEM 13. EXHIBITS, List and Reports on Form 8-K

(a) Exhibit
     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



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<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:  January 23, 2007                By:  /s/ Anthony J. Alda
                                            ------------------------------------
                                            Anthony J. 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:  January 23, 2007                By:  /s/ Anthony J. Alda
                                            ------------------------------------
                                            Chairman of the Board of Directors,
                                            President and CEO (Principal
                                            Executive  Officer)

Date:  January 23, 2007                By:  /s/ Ricardo Rosado
                                            ------------------------------------
                                            Ricardo Rosado, Chief Financial
                                            Officer and  Director

Date:  January 23, 2007                By:  /s/ Leslie J. Ames
                                            ------------------------------------
                                            Leslie J. Ames, Director

Date:  January 23, 2007                By:  /s/ Michael W. Waage
                                            ------------------------------------
                                            Michael W. Waage, Director

Date:  January 23, 2007                By:  /s/ Brent R. Bysouth
                                            ------------------------------------
                                            Brent R. Bysouth, Director




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