SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-KSB

Mark One:
         |X| Annual Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.
         For the fiscal year ended March 31, 2004; or

         |_| Transition Report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934
         For the transition period from  __________ to __________.

                           COMMISSION FILE NO. 0-26535
                            VIAVID BROADCASTING, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

           NEVADA                                                 98-0206168
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                                (IRS Employer
Incorporation or Organization)                               Identification No.)

           11483 WELLINGTON CRESCENT, SURREY, BRITISH COLUMBIA V3R 9H1
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                (Zip Code)

                                  604-588-8146
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class                  Name of Each Exchange on Which Registered
--------------------------------------------------------------------------------
                                      None
--------------------------------------------------------------------------------

         Securities Registered Under Section 12(g) of the Exchange Act:
--------------------------------------------------------------------------------
                     Common Stock, par value $.001 per share

--------------------------------------------------------------------------------
                              (Title of Each Class)

         Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve (12) months (or
for such shorter period that the Issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
|X| Yes |_| No
         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B in this form, and no disclosure will be contained, to
the best of Issuer'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 Issuer's revenues for its most recent fiscal year:  $736,364.
         The aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of June 29, 2004, was $811,030
(Non-affiliates have been determined on the basis of holdings set forth in the
information under Item 11 of this Annual Report on Form 10-KSB.)
         The number of shares outstanding of each of the Issuer's classes of
common equity, as of June 9, 2004, was 14,438,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


                                     - 1 -
<PAGE>

                                     PART I
                                     ------

ITEM 1 - DESCRIPTION OF BUSINESS:
---------------------------------

OVERVIEW

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

         We believe that as a result of recent changes in practices relating to
the dissemination of corporate financial information and the increasing reliance
on issuers' websites as a means for disseminating information to investors and
market professionals, the demand for webcasting, teleconferencing and web page
management services is on the rise. In marketing our services, we are currently
targeting public companies affected by a Regulation F-D and other recently
adopted rules of the U.S. Securities and Exchange Commission that reinforce the
requirement that all public reporting companies make earnings and analyst
conference calls, corporate media announcements and other information available
simultaneously to all investors, not just industry insiders. Other recent rule
adoptions require, under certain circumstances, that reports of changes in
beneficial ownership of the issuer's securities and amendments to and waivers of
the issuer's code of ethics appear on the issuer's website. Our services meet
the communication needs of these corporate clients and we have seen a marked
increase in interest in our services. Webcasting and website disclosures have
been singled out by the U.S. Securities and Exchange Commission as compliance
solutions for those public companies affected by the new regulations.

         Since our inception in 1999, when we commenced offering live-event
coverage, participant interviews, online meetings and presentations, and
teleconferencing services, we have developed a state-of-the-art digital platform
capable of supporting our webcasting and teleconferencing business model. So as
to ensure our competitiveness within the marketplace,


                                     - 2 -
<PAGE>

we believe it necessary from time to time to modify and enhance this digital
streaming technology platform. In addition, we are continually seeking to make
changes to update our proprietary systems to keep our technology current.

         Using our platform, we believe we are able to provide webcasting and
teleconferencing services that are capable of maximizing the quality of the
disclosure broadcast and thereby enhancing the participant's experience. We use
third party conferencing technology that allows us to accommodate in excess of
2,000 participants at a level of quality consistent with the highest business
standards. Our services provide efficient, cost-effective solutions for our
customers teleconferencing needs, including:

                  o  Earnings events
                  o  Annual shareholder meetings
                  o  Analysts presentations
                  o  Product Launches
                  o  24 Hour Transcription Services
                  o  Investor Relations Web Page Management Suite
                  o  All special events

         Our Investor Relations Web Page Management Suite provides a platform
for public reporting issuers to make available to investors and market
professionals their:

                  o  SEC filings
                  o  press releases
                  o  annual reports to stockholders
                  o  shareholder updates
                  o  presentations
                  o  other investor relations related materials

         We have had limited revenues and have incurred losses since our
inception in 1999. Our growth in revenues is substantially dependent upon our
ability to remain abreast with the application and use of the latest
technological developments in offering our webcasting and teleconferencing
services. We believe that currently we are able to fund our operations from our
cash flow generated by our operations. Further development of our technology,
whether mandated by competitive pressures or otherwise, may require us to raise
additional capital which may be unavailable or may only be available on terms
disadvantageous to our stockholders.

         At March 31, 2004, webcasting, teleconferencing and transcription
services, as well as I.R. Web Page Management Suites provided substantially all
of our revenues.


                                     - 3 -
<PAGE>

OUR SERVICES

         Webcasting, Teleconferencing and Transcription Services. By integrating
the Internet with traditional telephony technology, we are able to provide
presentation, conferencing and web management services for our customers. These
services empower our customers with real-time, interactive communication tools
that allow for an effective and efficient means of communication. With our
services, companies can broadcast conference calls that allow for the rapid
dissemination of important information. In addition, a company can create a
presenter-controlled linear presentation for such purposes as the unveiling of a
new business model. Or a company can choose to develop a viewer-controlled
non-linear presentation where the viewer chooses information they want to read.
A company can also choose to develop a dynamic, interactive Internet broadcast
where viewers can actively participate in the online experience. For example, a
company may choose to broadcast a question and answer session with the CEO where
the audience can pose their questions via phone or via the Internet.

         Utilizing our services, a customer has the ability to record a voice
and visual presentation, store the presentation, distribute it via email to a
wide group and play back the presentation using advanced, yet easy-to-use,
streaming technologies. Additionally, we provide our customers with the option
to obtain valuable real-time information and viewer statistics, such as the
number and identity of participants, which help companies identify their
shareholders and interested stakeholders, among others.

         By utilizing voice, video, and text data, companies are able to
effectively communicate key information to a mass audience. Our services include
automated, on-demand audio conferencing, ideal for the broadcast of earnings and
analyst conference calls, and webconferencing, ideal for the creation and
broadcast of interactive, dynamic online corporate presentations.

         We believe that our services are cost effective and easy to use. Our
services enable viewers to access, view, and interact with an online event from
most computers. Conducting a conference or attending a presentation using our
services requires only a telephone and personal computer equipped with an
Internet connection and a standard Web browser. Our services do not require our
customer or the user to acquire any specialized hardware or software.

         ViaVision, our flagship service, was developed to support day-to-day
business meetings. ViaVision is an automated Web and telephone presentation
service that combines the availability of traditional telephone conferencing
services with simple to use Web presentations and controls. Our ViaVision
service allows up to three types of participants:

      o  Phone only: These participants listen and talk via phone;


                                     - 4 -
<PAGE>

      o  Phone and Web: These participants listen and talk via phone, while
         viewing visuals and interacting via a Web browser; and

      o  Web only: These participants listen via streaming audio, while viewing
         visuals and interacting via a Web browser.

         Other service enhancements that we provide include ViaContent and
ViaTracker. ViaContent is designed to manage live audio / video streams and
ViaVision events, such as online presentations. ViaContent allows clients to
maintain a single Web link to an event, both for the initial live transmission
and for the later on-demand playback transmission. ViaTracker is a proprietary
statistical data tracking solution that enables customers to track event
participants and obtain viewer contact information. This data enables customers
to analyze participant data and as a result, better target future events. In
addition to the statistical features of ViaTracker, customers can also use the
solution to enter online booking information and manage questions and answers
during a live event.

         Web Page Management. Our I.R. Web Page Management Suite has been
specifically designed to help public companies meet the ever increasing demands
for disclosure of material developments on their website. These disclosures may
be in response to Regulation F-D or other rules recently adopted by the U.S.
Securities and Exchange Commission. The IR Page product is designed to integrate
with a company's existing web site, maintaining the look and feel of the
corporate site, while providing a powerful suite of tools for disclosure and
investor communications. Our suite of web page management tools include:

      o  automatic update of key financial disclosure information such as news
         releases, quarterly earnings information and other SEC filings. Current
         stock quotes, charts and price history are also updated automatically.

      o  enabling an I.R. professional to update and manage the I.R. portion of
         the corporate site quickly and easily without any technical skills or
         outside assistance.

      o  maintenance of an online electronic database of investor contacts which
         allows the IR professional to quickly and easily broadcast information
         such as press releases, earnings announcements, shareholder updates and
         other announcements.

         Benefits Our Services Afford to Our Customers. Our services offer
customers the following benefits:


                                     - 5 -
<PAGE>

      o  Customization. Customers can use their own images, colors, text and
         logos to customize their online presentation or event. In addition, our
         customers can use our service to create a custom branded interface that
         integrates our service into the customer's own Web site.

      o  Presenter Controlled Visuals. With our ViaVision service, moderators
         are able to guide participants through a controlled online presentation
         while interacting with participants via phone. Presenters no longer
         need to distribute in advance their presentations via email to ensure
         remote attendees are following along. By uploading and presenting
         visual material online, moderators are able to present charts and
         graphs, such as Microsoft PowerPoint slides, to remote conference
         participants in real-time.

      o  Live and Recorded Webcasting. Our live and recorded web-casting lets
         meeting moderators stream their phone conference and synchronized slide
         presentations over the Internet. Webcasts can be executed live for
         press conferences or announcements, or can be recorded and made
         available to an unlimited number of participants. Thousands of
         individuals can listen to the conference and view online presentations
         using a standard media player and an Internet connection of 28.8 kbps
         or greater. Businesses can record training presentations to view over
         time or may make presentations of new products, services or policies to
         a global workforce available for viewing online at the audience's
         convenience.

      o  24 Hour Transcription Services. We have a team of transcriptionists
         that can provide us with a hard copy transcription within 4 hours of
         receiving a digital copy of the telephone conference call.

      o  I.R. Web Page Management Suite. This product is designed to integrate
         with a company's existing web site, maintaining the look and feel of
         the corporate site, while providing a powerful suite of tools for
         disclosure and investor communications. The product has been designed
         to provide economics to the marketplace, bringing automated IR web page
         management to a new level of cost savings.

      o  Account Management and Statistics. Our customers can easily update and
         maintain their account information, upload new presentations and update
         existing presentations, and set access and viewing preferences. In
         addition, customers can view statistical reports. These reports enable
         our customers to track and view information about specific events, such
         as attendee click-thru statistics. With the help of ViaTracker,
         customers are also able to view information about event participants,
         including contact information.

         We believe our services benefit our customers in a number of ways:


                                     - 6 -
<PAGE>

      o  By enabling companies to communicate with a large audience via the
         Internet, our services are able to decrease the need for costly
         business travel.

      o  By providing to our customers outsourcing communication tools and
         solutions, our services are able to decrease their need for costly
         purchases of complex software and hardware solutions.

      o  By increasing the quality and frequency of business meetings and sales
         presentations, our services are able to help increase productivity and
         strengthen key corporate relationships.

      o  By enabling access from any telephone and most personal computers with
         an Internet connection, our services are able to allow companies to
         reach a diverse, worldwide audience.

         Our Webcasting service currently includes the following options:

      o  PowerPoint Slides: a PowerPoint presentation is controlled by the
         presenter, with audio synchronization both in real-time and for later
         playback;

      o  Online Question and Answer: by adding a question and answer session to
         an online presentation or interview, a company encourages audience
         participants to pose questions to the presenter in real-time via the
         Internet;

      o  Conference Tracking: a feature of our services is the ability for a
         company to track viewers and participants. These statistics help
         companies determine exactly who attended an online event regardless of
         whether it was live or later playback of a live event.

      o  I.R. Web Page Management Suite: this service is bundled with ViaVid's
         existing webcasting and teleconferencing products and services.
         Included in the suite are quarterly web-casts and text based
         transcripts of those web-casts, both of which are automatically linked
         within the clients IR Page.

         We provide customer support upon request. However, most of our services
are fully automated, requiring little user setup or intervention, thereby
reducing the risk of user error. Our automated services allow us to handle high
user click-thru volume, while reducing the number of user errors. Ultimately,
this high level of automation makes the service easier to use, more reliable,
and more cost-effective for our customers.


                                     - 7 -
<PAGE>

OUR REVENUES

         We charge our teleconferencing customers a per-minute fee based on each
phone participant's actual participation time in the conference. For the year
ended March 31, 2004, approximately 48% of our revenues were derived from this
source.

         A customer using our webcasting services is charged a flat fee for the
addition of an audio/video webcast, in addition to the per participant per
minute fee for teleconferencing services. For the year ended March 31, 2004,
approximately 20% of our revenues were derived from this source.

          A customer is charged a flat fee for the use of the ViaVision service
for a web conference or a recorded webcast. The ViaVision service adds to an
audio/video webcast the ability of the presenter and his audience to interact
through the telephone or a web browser. For the year ended March 31, 2004,
approximately 5% of our revenues were derived from this source.

         A customer is charged a flat fee for the I.R. Web Page Management
Suite. For the year ended March 31, 2004, approximately 7% of our revenues were
derived from this source.

         Also, a customer is charged a flat fee for our transcription services.
For the year ended March 31, 2004, approximately 20% of our revenues were
derived from this source.

         We believe that a growing proportion of future revenues will be derived
from areas of enhanced services including provision of video, data, and other
Internet-based services.

OUR STRATEGY

         Our business objective is to become a leader in the teleconferencing
and webcasting industry. Our primary business is to provide simple, reliable,
and scalable, yet cost-effective, online presentation and conferencing services.
To achieve our objective, we believe we must:

      o  Aggressively sell our services to a wide range of business customers,
         using both direct and indirect sales channels to drive revenue growth.
         The primary objective for our direct sales efforts is to target
         businesses in diverse vertical markets, such as those in the financial
         services industry. The primary objective of our indirect sales efforts
         is to establish strategic partnerships with resellers, such as
         conferencing and communications providers, so as to leverage their
         large and established customer bases.

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


                                     - 8 -
<PAGE>

      o  Promote our services as day-to-day business communication tools used
         for teleconference meetings, real-time corporate demonstrations, and
         interactive training sessions, among other corporate communications
         needs. Rather than limiting our services to meet the investor and
         public relational needs of companies, our goal is to target all
         departments within the enterprise, including human resources and sales
         and marketing. We believe our services should enable customers to
         better manage and grow their workforce by providing timely and
         cost-effective training and education solutions, along with enabling
         better communication within the enterprise.

      o  Continue to develop proprietary software and hardware enhancements that
         integrate traditional telephony solutions with the most current
         Internet technologies. As new technologies emerge, our goal is to
         integrate these technologies into our services and, where necessary, to
         create the tools necessary to enable these technologies to be
         integrated into our services. We intend to continue to invest resources
         to the extent available on research and development activities so as to
         best facilitate the integration of new technologies applicable to the
         services we provide into our existing services. As the Internet and
         telecommunications continue to evolve, so must our services continue to
         grow and evolve in order to be able to continue to meet the needs of
         our customers. In the event we are unable to grow and evolve our
         services, our ability to compete with others and earn revenues will be
         adversely affected.

      o  Expand our telephony, Internet, and supporting hardware infrastructure
         in anticipation of the development of future services and enhancements
         and expand our storage capacity in anticipation of increased customer
         demand. Our current technology platform integrates telephony and
         Internet communications technologies to support multiple simultaneous
         communication events and thousands of meeting minutes per day. Our goal
         is to continuously expand our infrastructure so as to support the
         demands of our growing customer base, in addition to supporting our
         day-to-day operational needs. In the event we are unable to expand our
         infrastructure, our ability to compete with others and earn revenues
         will be adversely affected.

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


                                     - 9 -
<PAGE>

CUSTOMERS

         Since the inception of our offering webcasting services for corporate
clients in early January 2001 through June, 2004, we have serviced more than
1,100 webcasts for more than 200 corporate clients, the majority of which have
their securities traded on the New York Stock Exchange or the NASDAQ Stock
Market.

         In addition to the dissemination of corporate financial information
through webcasting, our capabilities enable us to provide our services in
connection with a variety of other business and other meetings, conferences and
seminars including:

            o  product introductions and demonstrations
            o  marketing, sales, and training programs
            o  video presentations
            o  broadcast commercials, informational and public service
               announcements

         Our customers for these other services include a variety of news
organizations, boards and associations. We are not dependent on any single or
small number of customers for any material portion of our revenues.

STRATEGIC PARTNERS

         We intend to seek to explore possible strategic relationship
opportunities that will expand our position within the webcasting and
teleconferencing industry. We believe that such relationships can be used to
enhance our service offerings, technology, infrastructure, and distribution
channels. To date, we have not entered in any such relationships and there can
be no assurance that we will be successful in entering into any strategic
relationships.

TECHNOLOGY AND RESEARCH AND DEVELOPMENT

         Since our inception in 1999, we have expended approximately $950,000
for research and development and the enhancement of our telephony and webcasting
capabilities. Our approach is to enhance existing services and develop future
solutions that integrate traditional telephony with Internet communication
technologies available from third parties that allows us to effectively improve
upon our existing infrastructure, technologies, and proprietary systems to
accommodate and remain current with changes within the teleconferencing and
webcasting industries.


                                     - 10 -
<PAGE>

         We maintain our own facilities for webcasting and our other services
and development activities in Vancouver, British Columbia. Our services are
designed and developed using Microsoft development tools. They reside on a
common infrastructure that has backup power systems, redundant cooling systems,
fire suppression systems, and sophisticated security systems.

         We evaluate new technologies from time to time to determine if they
will be beneficial to our users and also build systems and software that assist
us in their management and integration into web-based applications. In cases
where no existing technology meets our needs, we may seek to develop our own
solution or modify an existing technology. We believe that by developing
proprietary systems and applications on top of new and existing technologies, we
can leverage the benefits of emerging technologies and integrate these
technologies into our services. Our web-conferencing service uses hardware that
we purchase and software either licensed from third persons or that we develop
in-house.

         We currently employ three persons engaged in the enhancement of our
services through software development.

         We use telephony hardware that allows us to connect to outside
teleconferencing providers. We currently obtain our teleconferencing services
from four teleconferencing providers whose service we resell at a mark-up. All
our reseller agreements are non-exclusive and are for periods of one year or
longer. These agreements are terminable by either party on notice.

         In October, 2003, we released our proprietary webconferencing product,
ViaVision using Micrososft's .NET platform. The platform is designed to handle
presentations in a one-to-one, or one-to-many environment. Full webcast
capabilities have been incorporated for additional cost-savings and replay
purposes.

         ViaVision is now capable of handling two audiences at the same time;
the conference call attendees will have access to the online presentation, and
the Internet, listen-only, audience will get the whole presentation delivered
through a webcast. This sets ViaVision a step ahead of its competition who
generally target one audience or the other.

SALES AND MARKETING

         Currently, we have two full-time employees engaged in sales and
marketing.

         Our sales force directly sells our services to targeted companies and
associated organizations. These include individual corporations and IR/PR firms
with an established and diverse client base.


                                     - 11 -
<PAGE>

         In addition, through indirect sales channels, we seek to extend our
services to a wider, broader audience. The primary focus of our indirect sales
effort is to establish strategic partner relationships with resellers, such as
conferencing and communications providers. Our objective is to benefit from the
large and established customer bases of our partners. In return, resellers can
take advantage of our reseller discount program.

         Our direct marketing efforts seek to generate leads through direct
mail, email, and telemarketing campaigns aimed at our targeted companies and
associated audience. In addition, we seek to maintain and grow positive
relationships with our existing customers through newsletters, training
initiatives, promotions, and value-add incentives. Our goal is to retain
existing customers and to encourage the continued use of our services.

         Our sales and marketing strategy is reinforced by the viral nature of
our services. The very act of participating in an online event exposes new users
to our services. It is our goal to convert these new users into new customers.
Our public relation efforts include highlighting important technical
developments, the announcement of new and enhanced service offerings, promotion
of newly established strategic partnerships, along with recognition for awards
and company milestones. We seek to enhance our position in our industry through
active participation in such public events as industry trade shows, conferences,
and speaking engagements.

CUSTOMER SERVICE

         Though our services are primarily automated, requiring limited user
interaction or intervention, we offer customer support and technical assistance
24 hours a day, seven days a week. Support is available via telephone or email.

COMPETITION

         The business of providing communication services over the Internet is
rapidly evolving and is intensely competitive. We believe as the market for
these services grows, competition will further intensify. Substantially all our
competitors are larger companies with greater financial resources.

         We believe that in order for our services to be attractive and to be
competitive with others providing Internet webcasting services, we will need to
continually enhance and improve our computer hardware and software. Furthermore,
as the Internet communications industry evolves and develops, in order to meet
competition, we may be required to acquire or develop additional computer
hardware and software. We may not have available to us the necessary financial


                                     - 12 -
<PAGE>

resources to acquire or develop these products. We must continually enhance our
services to stay competitive

         Over the next few years, we expect the market for web-conferencing
services to continue to evolve. As more opportunities arise within this market,
more companies will enter this market and invest significant resources to
develop services that compete with ours. As a result, we expect that competition
will continue to intensify. This increase in competition may result in price
reductions, reduced sales and margins, loss of market share, and reduced
acceptance of our services.

         There are numerous other companies able to provide webcasting services
all of whom may be deemed to be our competitors

         There are also numerous other companies providing teleconferencing
services substantially all of whom are larger with greater capitalization. These
companies have large and established customer bases. Although our marketing
efforts are currently directed primarily to a niche of teleconferencing relating
to earnings reports and financial reporting, our competitors can be deemed to
include AT&T, Global Crossing and Sprint, as well as a large number of
traditional operator-assisted teleconferencing providers.

         We believe that the primary competitive factors in the webcasting and
teleconferencing services market include:

      o  ease of use of services;
      o  quality and reliability of services;
      o  implementation of features that meet the needs of customers;
      o  ability to develop new technologies that seamlessly integrate into the
         infrastructure of a rapidly evolving industry;
      o  ability to develop and support secure formats for delivery of services;
      o  scalability of communication services;
      o  quality and timeliness of customer service;
      o  competitive pricing;
      o  strong brand recognition;
      o  ability to achieve broad distribution through direct and indirect sales
         initiatives; and
      o  ability to develop technologies that circumvent the challenges caused
         by bandwidth constraints and other limitations of the Internet
         infrastructure.

         In addition to newly established webcasting and teleconferencing
providers, our primary source of competition stems from standalone providers of
traditional teleconferencing, such as AT&T, Sprint, and other telecommunications
giants. These companies currently offer bundled


                                     - 13 -
<PAGE>

teleconferencing services to their customer base, which may include video and
data conferencing services and other web streaming services. We also compete
with traditional operator-assisted conferencing providers, such as Conference
Plus, Genesys, Intercall, and Premier Conferencing.

         Competitors of our webcasting services include: Vcall and CCBN.

         We face further competition from resellers of webcasting and
teleconferencing services. Also, some streaming providers have announced their
intention to provide web conferencing services in addition to their streaming
services. There are also a number of software and distance-learning companies
that may enter the web conferencing services market.

         Current competitors or potential competitors may enter the market in
the future or expand existing positions in the web conferencing market through
the acquisition of competitors, services, or technologies with the goal of
developing an integrated, feature-rich offering of services. In addition, we
also face competition from potential strategic alliances among our competitors.

         Our ability to compete could be significantly hampered should these
companies possess large and established customer bases, substantial financial
resources, and established distribution channels.

         To protect our proprietary rights, we rely on a combination of
trademarks, service marks, trade secrets, copyrights, employee confidentiality
agreements, third parties nondisclosure agreements, and protective contractual
provisions. Our protection efforts may prove unsuccessful, and unauthorized
parties may copy or infringe upon aspects of our technology, services, or other
intellectual property rights. In addition, these parties may develop similar
technology independently. Existing trade secret, copyright, and trademark laws
offer only limited protection and may not be available in every country in which
we sell and market our services. Policing unauthorized use of our proprietary
information is difficult. Each trademark, trade name, or service mark appearing
in this report belongs to its holder.

EMPLOYEES

         We currently have nine employees, including Mr. Brian Kathler, our
President, and Mr. Paul Watkins, our Secretary and Treasurer. Of these
employees, three are engaged in marketing activities, two are engaged in
software and other development activities, four are engaged in production,
administration and accounting activities. From time to time, we employ the
services of outside consultants and third parties who provide software
development services, marketing and promotional services, transcription services
and management services.


                                     - 14 -
<PAGE>

GENERAL

         Our company was incorporated in January, 1999 under the laws of the
state of Nevada. Prior to that time, we conducted operations as ViaVid
Broadcasting, Corp., a British Columbia company formed in July, 1994. The
British Columbia company was inactive and did not carry on any business
operations prior to January, 1999. At that time, it began development of the
business described in this Report. We continue to carry on our business through
the British Columbia company as a wholly-owned operating subsidiary of the
Nevada corporation. In November 1998, the British Columbia company changed its
corporate name to ViaVid Broadcasting Corp. We acquired all the outstanding
shares of ViaVid Broadcasting Corp. in January, 1999 from Paul Watkins, Cheryl
Watkins, 549419 BC Ltd. and Kathler Holdings Inc. in consideration for the issue
of a total of 5,100,000 shares of our common stock.

         Our principal executive offices are located at 11483 Wellington
Crescent, Surrey, British Columbia V3R 9H1. Our telephone number is (604)
588-8146. Our Web site is located at http://www.viavid.com. Information
contained on our Web site does not constitute part of this Report.

ITEM 2 - DESCRIPTION OF PROPERTY
--------------------------------

         Our primary business activities are carried on at leased premises
located at 11483 Wellington Crescent, Surrey, British Columbia V3R 9H1. These
premises are comprised of approximately 1,500 square feet and are rented on a
month-to-month basis at a rate of $769 per month. We believe they are adequate
for our present activities.

ITEM 3 - LEGAL PROCEEDINGS:
--------------------------

         We are not currently a party to any material legal proceedings.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
------------------------------------------------------------

         No matter was submitted during the fourth quarter of the fiscal year
ended March 31, 2004 to a vote of security holders.


                                     - 15 -
<PAGE>

                                     PART II
                                     -------

ITEM 5 - MARKET FOR COMMON EQUITY, RELATED SECURITY HOLDER MATTERS AND SMALL
----------------------------------------------------------------------------
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES:
----------------------------------------------

         Our Common Stock has been quoted on the OTC Bulletin Board since
January 4, 2000 under the symbol VVDB. The following table sets forth the high
and low bid quotations on the OTC Bulletin Board for our Common Stock for the
period January 1, 2002 through June 8, 2004.

                                                    BID
                                       ---------------------------------
             CALENDAR QUARTER              HIGH              LOW
          --------------------------------------------------------------

            2002:  First Quarter           $0.19            $0.09

            2002:  Second Quarter          $0.14            $0.05

            2002:  Third Quarter           $0.11            $0.04

            2002:  Fourth Quarter          $0.11            $0.01

            2003:  First Quarter           $0.09            $0.02

            2003:  Second Quarter          $0.09            $0.03

            2003:  Third Quarter           $0.13            $0.05

            2003:  Fourth Quarter          $0.285           $0.05

            2004:  First Quarter           $0.28            $0.135

            2004:  Second Quarter          $0.20            $0.08

            (through June 8, 2004)

         The foregoing amounts, represent inter-dealer quotations without
adjustment for retail markups, markdowns or commissions and do not represent the
prices of actual transactions. On June 8, 2004, the closing bid quotation for
the Common Stock, as reported on the OTC Bulletin Board, was $0.08.


                                     - 16 -
<PAGE>

         As of June 29, 2004, we had approximately 154 shareholders of record.

DIVIDEND POLICY

         We do not intend to pay any dividends on our Common Stock for the
foreseeable future. Any determination as to the payment of dividends on our
Common Stock in the future will be made by our Board of Directors and will
depend on a number of factors, including future earnings, capital requirements,
financial condition and future prospects as well as such other factors as our
Board of Directors may deem relevant.

RECENT ISSUANCES OF UNREGISTERED SECURITIES

         During the fiscal year ended March 31, 2004, we have issued the
following unregistered securities.

         1.   During the year ended March 31, 2004, we issued an aggregate
600,000 shares to two persons for consulting services rendered. Each person
represented his intention to acquire the securities for investment only and not
with a view to distribution. Legends were affixed to the stock certificates. The
securities were issued in reliance upon the exemption from the registration
requirements of the Act afforded by Section 4(2). No underwriter was involved in
the issuance of the securities.

         2.   In October, 2003, we issued 500,000 shares at a price of $0.10 per
share. The proceeds were $50,000.The securities were offered and sold pursuant
to Regulation S under the Act. The purchaser represented his intention to
acquire the securities for investment only and not with a view to their
distribution. A legend was affixed to the stock certificate restricting the
further transfer of the shares. The securities were issued in reliance upon the
exemption from the registration requirements of the Act afforded by Section
4(2). No underwriter was involved in the issuance of the securities.

PURCHASES OF EQUITY SECURITIES

         No purchases of shares of our Common Stock were made by us or on our
behalf or by any "affiliated purchaser," as defined in Rule 10b-18(a)(3) under
the U.S. Securities Exchange Act of 1934, as amended, during the quarter ended
March 31, 2004.


                                     - 17 -
<PAGE>

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:
------------------------------------------------------------------

STATEMENT OF OPERATIONS

YEAR ENDED MARCH 31, 2004

SALES. Our revenues were $736,364 for the year ended March 31, 2004 compared to
revenues of $568,517 for the year ended March 31, 2003. Our revenues were
achieved primarily from webcasting, teleconferencing, transcription services and
I.R. Web Page Management Suites. The increase in our revenues is due to the
increase in our client base and providing a greater volume of services.

EXPENSES. Our operating expenses were $881,101 for the year ended March 31,
2004, compared to operating expenses of $912,088 for the year ended March 31,
2003.

         Consulting fees, salaries and benefits totalled $352,982 for the year
ended March 31, 2004, compared to $301,297 for the year ended March 31, 2003.
Consulting fees and salaries increased by $51,685 because additional consultants
were required for the increased workload.

         Our amortization expenses decreased from $35,958 in the year ended
March 31, 2003 to $25,199 in the year ended March 31, 2004 because of the
reduction in assets required for our new services and the lower asset base.

         Office and miscellaneous expenses increased from $98,076 in 2003 to
$145,678 in 2004 because of the increase in teleconferencing, as well as an
adjustment in foreign exchange.

         Travel and promotion increased from $2,468 in 2003 to $7,864 in 2004
because of the additional conferencing shows we attended.

         We will incur additional operating expenses as we continue to grow our
business. We will continue to have operating expenses in connection with the
continued up-grade of our services and related research and development
expenses. We also anticipate that operating expenses will increase as the number
of teleconferences and webcasts which we provide to our customers increases.

NET LOSS. Our net loss was $(144,584) or $(0.01) per share for the year ended
March 31, 2004. Fully diluted loss per share was the same. Our net loss was
$(343,470) or $(0.03) per share for the year ended March 31, 2003. Our reduced
net loss reflects our improved revenues and steps we have taken to reduce our
expenses


                                     - 18 -
<PAGE>

YEAR ENDED MARCH 31, 2003

SALES. Our revenues were $568,517 for the year ended March 31, 2003 compared to
revenues of $275,280 for the year ended March 31, 2002. Our revenues were
achieved primarily from teleconferencing, webcasting, transcription and I.R. Web
Page Management Suite services.

OPERATING EXPENSES. Our operating expenses were $912,088 for the year ended
March 31, 2003, compared to operating expenses of $1,040,872 or the year ended
March 31, 2002. The decrease in operating expenses was due to the reduction of
office expenses.

NET LOSS. Our net loss was $343,470, or $(0.03) per share, for the year ended
March 31, 2003. Our net loss was $764,696 or ($0.07) per share, for the year
ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

         We had cash of $44,524 as of March 31, 2004 compared to cash of $1,820
as of March 31, 2003.

         During the period April 1, 2003 through March 31, 2004, we realized net
proceeds of $50,000 from the sales of our equity securities. These proceeds were
used to finance our operating activities.

         We plan on meeting our operating expenses during the year by focusing
on generating revenues through the sales of corporate conference call services
and the sales of webcasting products, I.R. Web Page services, transcription
services and services related to broadcasts of conference calls, corporate
presentations, annual general meetings and other related meetings, as well as
from additional capital intended to be provided by the proposed sale of equity
securities. There can be no assurance that any additional capital can be raised
or, if equity securities are sold, the terms of any such transaction. While our
intention is to fund our activities out of our revenues and not rely on raising
additional capital for that purpose, there can be no assurance that we will be
successful in that regard.

         Subject to the availability of sufficient funds, we currently intend to
pursue the following business plan during the twelve months ended March 31,
2005:

            o   Continue to develop a customer base of companies to use our
                services for teleconferencing and Webcasting of corporate
                information, as well as customers requiring I.R. Pages and
                transcription services.


                                     - 19 -
<PAGE>

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

            o   Subject to the availability of additional capital, purchase
                additional equipment to expand our teleconferencing service and
                Webcasting capabilities.

         Our actual expenditures and business plan may differ from this stated
business plan. There can be no assurance that we can raise additional capital on
terms we will consider acceptable.

         Although we have no present plans or proposals pending, strategic
alliances relating to teleconferencing or webcasting may cause our Board of
Directors to modify our plans. In addition, we may modify our business plan
based on the available amounts of financing. We do not have any arrangement in
place for any debt or equity financing which would enable us to fully fund our
business plan.

         We are currently receiving revenues from our teleconferencing,
webcasting, transcription and I.R. Web Page Management Suite services. We
believe we will experience an increase in revenue from these sources if we are
successful in increasing our customer base.

         Because our revenues are limited, we expect that we will continue to
operate at a loss for the foreseeable future. Our expenses include a number of
items that do not involve cash expenditures and we believe that these non-cash
expenditures will contribute substantially to our continuing losses. However,
there can be no assurance that our revenues will be sufficient to meet our cash
expenses. We base our expectations in part on the following:

      o  We will maintain our current level of revenues and rate of growth in
         revenues.

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

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

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

         In the event the above expectations are not fulfilled, our business
plan may not be realized and we may have to make changes to our plans.


                                     - 20 -
<PAGE>

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1996

         With the exception of historical matters, the matters discussed in this
Report are "forward-looking statements" as defined under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, that
involve risks and uncertainties. Forward-looking statements made herein include,
but are not limited to, the statements in this Report regarding our plans and
objectives for our future operations, including plans or objectives relating to
our intentions to provide webcasting and teleconferencing services, streaming
media technology and Web-based tools to create, develop and offer financial news
and information, and other content through the Internet and other dissemination
services and products or services, our plans and objectives regarding revenues
and expenses in future periods, our needs for capital expenditures, research and
development, our ability to maintain our competitive position, our plans and
objectives and needs to raise additional capital, the terms on which such
capital can be raised, the period over which any capital available currently to
us or raised in the future will be sufficient to meet our current or future
levels of operating and other expenses, and our plans regarding the uses of that
capital, as well as any other prospective financial information concerning us.
Forward-looking statements made in this Report include the assumptions made by
management and management's expectations as to the future growth and business
direction of the publication of corporate financial information over the
Internet, e-commerce through the facilities of the Internet and the role of
video and audio production, Internet news broadcasting and websites in the
distribution of financial and securities market sensitive information. They also
include our beliefs as to our ability to compete successfully and maintain our
technological position relative to other providers of streaming media and
Web-based communication services. They also include our beliefs as to the
willingness of public reporting issuers of securities to use our services for
Webcasting and teleconferencing and to broadcast corporate news and information
on the Internet and for us to derive material revenues from providing this
service. We cannot assure you that our assumptions and expectations in this
regard or our views as to the commercial viability of our business plans
discussed herein will prove to be accurate. Likewise, we cannot assure you that
we will be successful in growing our user and customer base as we plan,
attracting companies to use our Internet-based communication services for the
dissemination of their news information, realizing material amounts of
Webcasting or other revenues, achieving any commercial advantage relative to
other financial news dissemination media companies or raising the additional
capital required to support our operations or the terms and conditions on which
such capital can be raised. Our ability to realize revenues and raise additional
capital from the business plans discussed herein cannot be assured. If our
assumptions are incorrect or our webcasting or other growth plans or plans to
realize revenues or raise additional capital fail to materialize, we may be
unsuccessful in developing as a viable business enterprise. Under such
circumstance your entire investment will be in jeopardy and may be lost. Our
business plan has evolved over time, and we expect that our plans will evolve
further in the future. Our inability to meet our goals and objectives or the
consequences to us from adverse


                                     - 21 -
<PAGE>

developments in general economic or capital market conditions and our inability
to raise additional capital could have a material adverse effect on us. We
caution you that various risk factors accompany those forward looking statements
and are described, among other places, under the caption "Risk Factors" herein,
beginning on page 22 They are also described in our Annual Reports on Form
10KSB, Quarterly Reports on Form 10-QSB, and our Current Reports on Form 8-K.
These risk factors could cause our operating results, financial condition and
ability to fulfill our plans to differ materially from those expressed in any
forward-looking statements made in this Report and could adversely affect our
financial condition and our ability to pursue our business strategy and plans.

                                  RISK FACTORS

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

                        RISKS APPLICABLE TO OUR BUSINESS

WE HAVE AN EXTREMELY LIMITED OPERATING HISTORY AND ALSO HAVE A HISTORY OF NET
LOSSES

         We have had an extremely limited operating history. Our business was
established in January 1999 and we began operations on the Internet in February
1999. Our total revenues since inception through March 31, 2004 are $1,668,025.
Our total losses since inception through March 31, 2004 are $3,347,925. An
investor must consider the risks, expenses and difficulties frequently
encountered by companies such as ours with a limited history of operations and
revenues. Our business plan has evolved over time and therefore, we experience
additional risks resulting from the changes we make in our business plan. As
changes in the industry further develop, we may need to make further changes to
our business plan. We cannot assure you that we will be successful in addressing
the risks we confront. We cannot assure you that our revenue will grow
sufficiently to assure our future success. We must increase our revenues in
order to continue our operations. New companies, such as ours, experience
expenses, difficulties and unforeseen problems that create a higher risk of
business failure. If we are not successful in overcoming these expenses and
difficulties, our business may fail.


                                     - 22 -
<PAGE>

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

         The report of our independent auditors on their audit of our financial
statements as of March 31, 2004 contains an explanatory paragraph that describes
an uncertainty as to our ability to continue as a going concern due to our
recurring losses and our necessity to obtain additional financing. At March 31,
2004, we had total current assets of $244,595 and total current liabilities of
$599,147. During the second quarter of the fiscal year ended March 31, 2003, we
restructured our operations to reduce and eliminate certain expenses. While we
believe that with the completion of this restructuring we will be able to
support our operations out of our cash flow, there can be no assurance that
these expectations will materialize. We expect to continue, as opportunities
arise, to seek to raise additional capital through the sale of equity
securities. We are unable to state whether we will be able to raise any
additional capital from such sources or the terms on which it may be raised. The
sale of our equity securities may dilute the interests of our existing
stockholders.

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

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

POSSIBLE INABILITY TO IMPLEMENT OUR BUSINESS STRATEGY

Our business strategy includes increasing our revenues from the
teleconferencing, webcasting, transcription and I.R. Web Page industry. To
achieve our business objective, we believe we must:

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


                                     - 23 -
<PAGE>

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

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

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

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

    o  Explore possible strategic relationship opportunities that will expand
       our position within the webcasting, teleconferencing, transcription and
       I.R. Web Page Management industry that will enhance our service
       offerings, technology, infrastructure, and distribution channels.

If we are not successful in implementing all components of our business strategy
successfully, our operating results and financial condition may be harmed and
our business may fail.

POSSIBLE INABILITY TO GENERATE REVENUES AND PROFITABLE OPERATIONS

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

ANTICIPATED LOSSES IN FUTURE PERIODS

         During the year ended March 31, 2004, we incurred a loss of $(144,584)
on revenues of $736,364. We expect that our operating expenses will increase as
we implement our business and marketing strategy due to the following factors:

o   We expect that increased usage of our services will lead to increased
      operating expenses and require additional capital expenditures on new
      computer equipment,


                                     - 24 -
<PAGE>

      software and technology.

o   We expect our operating expenses will continue to increase as we expand the
      technical capabilities of our products and services to meet competition.

o   We expect our operating expenses will increase as we solicit potential
      customers.

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

DEPENDENCE ON WEBCASTING, TELECONFERENCING AND TRANSCRIPTION REVENUE

We currently expect that webcasting, teleconferencing, transcription and I.R.
Page Web Management will continue to be the principal source of our revenue in
the foreseeable future. Our ability to generate webcasting, teleconferencing,
I.R. Web Page Management and transcription revenue will depend on several
factors, including:

       o  the pricing of webcasting, teleconferencing, I.R. Web Page Management
          and transcription services by others,

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

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

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

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


                                     - 25 -
<PAGE>

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

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

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

         Substantially all of our current and potential competitors have larger
and more established customer bases, longer operating histories, greater name
recognition, broader service offerings, more employees and significantly greater
financial, technical, marketing, public relations and distribution resources
than we do. As a result, these competitors may be able to spread costs across
diversified lines of business, and therefore, adopt aggressive strategies, such
as pricing structures and marketing campaigns, that reduce our ability to
compete effectively. Telecommunication providers, for example, enjoy lower
per-minute long distance costs as a result of their ownership of the underlying
telecommunication network. We expect that many more companies will enter this
market and invest significant resources to develop webcasting services. These
current and future competitors may also offer or develop products or services
that perform better than ours.

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

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

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

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

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


                                     - 26 -
<PAGE>

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

BRIEF TENURE OF MANAGEMENT; DEPENDENCE ON KEY PERSONNEL

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

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

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

         We believe our Webcasting service is not subject to regulation by the
U.S. Federal Communications Commission or any other state or provincial public
service commission. The


                                     - 27 -
<PAGE>

FCC and state or provincial public service commissions, however, may require us
to submit to traditional telecommunications carrier regulations for our
Webcasting service under the Communications Act of 1934, as amended, and various
state laws or regulations as a provider of telecommunications services. If the
FCC or any state public service commission seeks to enforce any of these laws or
regulations against us, we could be prohibited from providing the voice aspect
of our Webcasting service until we have obtained various U.S. federal and state
licenses and filed tariffs. We believe we would be able to obtain those
licenses, although in some states, doing so could significantly delay our
ability to provide services. We also would be required to comply with other
aspects of federal and state laws and regulations. Subjecting our
Web-conferencing service to these laws and regulations would increase our
operating costs, could require restructuring of those services to charge
separately for the voice and Internet components, and would involve on-going
reporting and other compliance obligations. We also might be subject to fines or
forfeitures and civil or criminal penalties for non-compliance.

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

         A reduction in the performance, reliability or availability of our
systems will harm our ability to distribute our services to our users, as well
as our reputation. These disruptions may be due to service or network outages,
periodic system upgrades, and internal system failure. To the present, we have
not experienced any material service disruptions. Because our revenue depends
largely on the numbers of calls and users and the amount of minutes consumed by
users, our business will suffer if we experience frequent or extended system
interruptions.

         We maintain our primary data facility and hosting servers at our
headquarters in Vancouver, British Columbia, Canada. Our operations depend on
our ability to protect these facilities and our systems against damage or
interruption from fire, power loss, water, telecommunications failure,
vandalism, sabotage and similar unexpected events. In addition, a sudden and
significant increase in traffic on our systems or infrastructure could strain
the capacity of the software, hardware and systems that we use. This could lead
to slower response times or system failures. The occurrence of any of the
foregoing risks could cause service interruptions and, as a result, materially
harm our reputation, negatively affect our revenue, and our ability to achieve
or sustain profitability.

IF OUR SECURITY SYSTEM IS BREACHED, OUR BUSINESS AND REPUTATION COULD SUFFER.

         We must securely receive and transmit confidential information over
public networks and maintain that information on internal systems. Our failure
to prevent security breaches could damage our reputation and expose us to risk
of loss or liability. Our internal systems are accessible to certain of our
employees and we may be unable to prevent the misappropriation of this
information. Our servers are vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to interruptions,
delays or loss of data. We may be


                                     - 28 -
<PAGE>

required to expend significant capital and other resources to ensure adequate
encryption and additional technologies to protect against security breaches or
to alleviate problems caused by any breach. If we fail to provide adequate
security measures to protect the confidential information of our customers, our
customers may refrain from using our services, potential customers may not want
to use our services, and as a result, our operating results would be harmed.

DEPENDENCE ON LICENSED TECHNOLOGY

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

RAPID TECHNOLOGICAL CHANGE

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

NEW SERVICE RISKS

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

RISKS ASSOCIATED WITH BRAND DEVELOPMENT

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


                                     - 29 -
<PAGE>

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

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

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

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

         Due to the global nature of the Web, it is possible that, although our
transmissions over the Internet originate primarily in British Columbia, Canada,
the governments of various states in the United States and foreign countries
might attempt to regulate our transmissions or prosecute


                                     - 30 -
<PAGE>

us for violations of their laws. There can be no assurance that violations of
local laws will not be alleged or charged by state or foreign governments, that
we might not unintentionally violate such laws or that such laws will not be
modified, or new laws enacted, in the future. Any of the foregoing developments
could have a material adverse effect on our business, results of operations and
financial condition.

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

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

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

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

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

         Currently, we do not carry general liability insurance intended to
protect us from any liability arising out of the foregoing. In any event,
however, insurance may not cover all potential claims to which we are exposed or
may not be adequate to indemnify us for all liability


                                     - 31 -
<PAGE>

that may be imposed. Any imposition of liability that is not covered by
insurance or is in excess of our insurance coverage would have a material
adverse effect on our business, results of operations and financial condition.
In addition, the increased attention focused upon liability issues as a result
of these lawsuits and legislative proposals could impact the overall growth of
Internet use.

RELIANCE ON INTELLECTUAL PROPERTY RIGHTS

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

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

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

         We cannot assure you that these measures will be adequate, that we will
be able to secure registrations for all of our marks in the U.S. or
internationally or that third parties will not infringe upon or misappropriate
our proprietary rights. Any infringement or misappropriation, or litigation
relating to intellectual property rights, may have a material adverse effect on
our business, financial condition and results of operations.

         On May 22, 2001, the U.S. Patent and Trademark Office registered the
mark "ViaVid" in the United States. We have also applied to the Canada Patent
and Trademark Office for registration of "ViaVid" in Canada. A trademark has
been issued in Canada for "ViaVid". We are not aware of any other companies
currently using the name "ViaVid" in the United States. We have conducted
searches of trademark databases in the United States and have not found any
registration of the name "ViaVid" as a trademark. There is no assurance that the
trademark for the "ViaVid" name in the United States will stand up to objections
by others who may have made prior use of the name. Also, there can be no
assurance that we will obtain any significant commercial advantage from this
trademark or that we will have the financial resources to protect our rights in
the name through legal proceedings or otherwise. It is also possible that our
competitors or others will adopt product or service names similar to "ViaVid" or
other similar service marks or trademarks, thereby impeding our ability to build
brand identity and possibly leading to customer confusion. Our inability to
protect the name "ViaVid" adequately could have a material adverse effect on our
business, results of operations and financial condition.

         Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related business are
uncertain and evolving. In particular, new registration and ownership priority
procedures may be adopted which may make it more difficult for us to retain or
obtain desirable domain names.


                                     - 32 -
<PAGE>

CONTROL BY PRINCIPAL STOCKHOLDERS AND POTENTIAL CONFLICTS OF INTEREST

         Our officers and Directors own approximately 43.3%, excluding shares
issuable on conversion of debentures they own, of our outstanding shares of
Common Stock. As a result, such persons could elect all the members of our
Board. Such persons could also control those actions requiring the approval of
the holders of a majority of our voting stock, including amendments to our
Articles of Incorporation and any business combinations. Such persons
concentration of ownership could prevent a change in control of our company that
might otherwise be beneficial to stockholders.

               RISKS APPLICABLE TO THE MARKET FOR OUR COMMON STOCK

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

         Prior to January 4, 2000, there was no active public market for our
  Common Stock. Since then, our Common Stock has been quoted on the OTC Bulletin
  Board. There can be no assurance that an active trading market for our Common
  Stock will be sustained or that the market price of our Common Stock will not
  decline based upon market or other conditions. The market price may bear no
  relationship to our revenues, earnings, assets or potential and may not be
  indicative of our future business performance. The trading price of our Common
  Stock has been and can be expected to be subject to wide fluctuations in
  response to variations in our quarterly results of operations, the gain or
  loss of significant strategic relationships, unanticipated delays in our
  development, changes in estimates by analysts, announcements of technological
  innovations or new solutions by us or our competitors, general conditions in
  the technology and Internet sectors and in Internet-related industries, other
  matters discussed elsewhere in this report and other events or factors, many
  of which are beyond our control.

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

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


                                     - 33 -
<PAGE>

ITEM 7 - FINANCIAL STATEMENTS:
-----------------------------

         The response to this Item is included in a separate section of this
report. See page F-1.

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

         We filed a Current Report on Form 8-K dated June 5, 2003 in response to
Item 4. Change in Registrant's Certifying Accountant. Accordingly, information
responsive to this Item 8 has been previously reported, as that term is defined
in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and, as
provided in Instruction 1 to Item 304 of Regulation S-B, such information need
not be reported in this Annual Report.

ITEM 8A - CONTROLS AND PROCEDURES
---------------------------------

         Under the supervision and with the participation of our management,
including Brian Kathler, our President and chief financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report, and,
based on the evaluation, Mr. Kathler has concluded that these controls and
procedures are effective. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.

         Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including Mr. Kathler, as appropriate to allow timely decisions
regarding required disclosure.


                                     - 34 -
<PAGE>

                                    PART III

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

         Our Directors and executive officers, their ages, and positions with
us, as well as their employment background for the past five years are as
follows:

NAME                           AGE            POSITION
----                           ---            --------

Brian Kathler                   41            President and Director
Paul Watkins                    40            Secretary, Treasurer and
                                              Director
Robert Gamon                    56            Director
Howard Bouch                    58            Director

         Brian Kathler has been our President and a Director since January,
1999. Mr. Kathler has served as the President and a director of our subsidiary,
ViaVid Broadcasting Corp. since October 31, 1998. Prior to joining us, Mr.
Kathler was a self-employed computer consultant from July, 1997 to November,
1998. Mr. Kathler provided technical consulting services to several public
companies based in Vancouver, British Columbia, Canada as a self-employed
computer consultant. Mr. Kathler was a co-founder and a director of Riptide
Technologies, a company involved in the business of software consulting, from
1996 to July, 1997. Mr. Kathler was employed as a senior software engineer by
MPR Teltech, a company involved in the business of telephone research from 1994
to 1996. Mr. Kathler possesses more than fourteen years of experience in the
computer software development, consulting and management industry. Over this
fourteen year period, Mr. Kathler has worked in a number of areas of the
software development industry ranging from programming to assisting companies in
getting started.

         Paul Watkins has been a Director since January, 1999. Mr. Watkins has
also served as a director of our subsidiary, ViaVid Broadcasting Corp., since
October 31, 1998. Mr. Watkins founded Watkins Communications Inc., an Internet
marketing and news dissemination company with clients in the financial industry,
in 1994. Mr. Watkins has been the president and director of Watkins
Communications Inc. from 1994 to the present. Mr. Watkins has a background in
computer sciences and has over 10 years experience in the business of investor
communications.

         Robert Gamon joined our board of directors on November 23, 1999. Mr.
Gamon has been a director of our subsidiary, ViaVid Broadcasting Corp. since
November, 1998. Mr. Gamon was an investment advisor with Pacific International
Securities of Vancouver, British


                                     - 35 -
<PAGE>

Columbia from November, 1997 to November, 1999. Mr. Gamon was an investment
advisor with Georgia Pacific Securities of Vancouver, British Columbia from 1991
to November, 1997.

         Howard Bouch was elected a Director of our company on April 12, 2004.
Since 1984, Mr. Bouch has been employed as a management accountant to a variety
of local businesses in Cumbria, England. Mr. Bouch became a Chartered Accountant
in 1968 and has been employed in a number of positions as an accountant since
1970.

         Our Directors are elected for terms of one year to hold office until
the next annual meeting of the holders of our common stock, as provided by the
Nevada Revised Statutes, or until removed from office in accordance with our
bylaws. Our officers are appointed by our board of directors and hold office
until removed by the board.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

         Our Board of Directors has appointed an Audit Committee consisting of
Messrs. Gamon and Watkins. Our Audit Committee, among other things, meets with
our independent accountants to review our accounting policies, internal controls
and other accounting and auditing matters; makes recommendations to the Board of
Directors as to the engagement of independent accountants; and reviews the
letter of engagement and statement of fees relating to the scope of the annual
audit and special audit work which may be recommended or required by the
independent accountants. Our securities are not listed on a registered national
securities exchange or in an automated inter-dealer quotation system and,
accordingly, we are not subject to the listing standards imposed by rules
adopted under the U.S. Securities Exchange Act of 1934, as amended, relating to
audit committees.

         Our Board of Directors has determined that we do not have an Audit
Committee Financial Expert serving on our Audit Committee. We do not have an
Audit Committee Financial Expert serving on our Audit Committee because at this
time the limited magnitude of our revenues and operations does not, in the view
of our Board of Directors, justify or require that we obtain the services of a
person having the attributes required to be an Audit Committee Financial Expert
on our Board of Directors and Audit Committee. The Board of Directors may in the
future determine that a member elected to the Board in the future has the
attributes to be determined to be an Audit Committee Financial Expert.

NOMINATING COMMITTEE.

         We do not have a standing nominating committee. Because our shares of
Common Stock are not listed on any National Securities Exchange in the United
States and are not quoted on any automated quotation system such as NASDAQ, we
are not required to have such a committee. Our Board of Directors is of the view
that because of the limited magnitude of our revenues and


                                     - 36 -
<PAGE>

operations at this time, it is appropriate for us not to have a nominating
committee. Each of our Directors has the opportunity to participate in the
consideration of nominees for election as Directors. Our Board of Directors has
not adopted a charter for a nominating committee.

         We have not adopted a policy with regard to the consideration of
candidates recommended by our stockholders for nomination for election as
Directors. Because of the limited magnitude of our revenues and operations at
this time, our Board of Directors believes it is appropriate for us not to have
such a policy.

DIRECTOR AND OFFICER SECURITIES REPORTS

         The Federal securities laws require our Directors and executive
officers, and persons who own more than ten percent (10%) of a registered class
of our equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of any of our
equity securities. Copies of such reports are required to be furnished to us. To
our knowledge, based solely on a review of the copies of such reports and other
information furnished to us, all persons subject to these reporting requirements
filed the required reports on a timely basis with respect to the year ended
March 31, 2004.

CODE OF ETHICS

         We have adopted a Code of Ethics that applies to our principal
executive officer and principal financial and accounting officer. A copy of our
Code of Ethics has been filed as an exhibit to this annual report.


                                     - 37 -
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION:
--------------------------------

SUMMARY COMPENSATION TABLE

         The following table sets forth the compensation paid or awarded to our
President during the three fiscal years ended March 31, 2004 for all services
rendered to us in that year.

<TABLE>
<CAPTION>
                                         SUMMARY COMPENSATION TABLE

                                     ANNUAL COMPENSATION                  LONG-TERM COMPENSATION
                      --------------------------------------------------------------------------------
                                                          BONUS/ANNUAL    SECURITIES      LONG-TERM
          NAME AND                                          INCENTIVE     UNDERLYING      INCENTIVE       ALL OTHER
     PRINCIPAL POSITION          YEAR        SALARY           AWARD         OPTIONS        PAYOUTS      COMPENSATION

          -----------------------------------------------------------------------------------------------------

<S>                              <C>         <C>               <C>            <C>            <C>             <C>
Brian Kathler                                   $
                                 2002        $17,000           -0-            -0-            -0-             -0-
                                 2003        $41,908           -0-            -0-            -0-             -0-
                                 2004        $59,259           -0-            -0-            -0-             -0-
</TABLE>

EMPLOYMENT AGREEMENTS

         The services of Brian Kathler, our President, are provided pursuant to
a consulting agreement dated March 31, 2004 between Kathler Holdings Ltd and us.
The following services of Mr. Kathler are provided pursuant to this agreement:
(1) general direction and supervision of our business and financial affairs; (2)
overall direction to our management; (3) management of our day to day
operations; and (4) performing such other duties and observing such instructions
as may be reasonably assigned to Mr. Kathler by our Board of Directors. The
agreement has a term of one year. The compensation we pay to Kathler Holdings
Inc., which is payable in Canadian dollars, was increased from approximately
(US)$5000 per month to approximately (US)$6,500 per month effective March 31,
2002. The services of Mr. Kathler under this agreement are on a full time basis.

         The services of Paul Watkins, Secretary, Treasurer and a director, are
provided pursuant to a consulting agreement dated March 31, 2004 between Watkins
Communications Inc and us. The following services of Mr. Watkins are provided to
us pursuant to this agreement: (1) the exercise of general direction and
supervision over the marketing and development of our business; (2) providing
direction to our management; (3) assisting with our day to day operations; and
(4) performing such other duties and observing such instructions as may be
reasonably assigned by our Board of Directors. The agreement is for a term of
one year. The compensation that we pay to Watkins Communications Inc., which is
payable in Canadian dollars, was


                                     - 38 -
<PAGE>

increased from approximately (US)$5,000 per month to approximately (US)$6,500
per month effective March 31, 2002. The services of Mr. Watkins under this
agreement are on a full time basis.

         The services of Robert Gamon, a director, are provided pursuant to a
consulting agreement between us and Mr. Gamon. dated March 31, 2004. The
following services of Mr. Gamon are provided to us pursuant to this agreement:
(1) supervising the financing activities of the Company; (2) advising the
Company on its capital structure and the structure of future financings; and (3)
performing such other duties and observing such instructions as may be
reasonably assigned by our Board of Directors. The agreement is for a term of
one year. The compensation that we pay to Mr. Gamon, which is payable in
Canadian dollars, was increased from approximately (US)$5,000 per month to
approximately (US)$6,500 per month effective March 31, 2002. The services of Mr.
Gamon under this agreement are on a full time basis.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
----------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS:
---------------------------

         The following table provides the names and addresses of each person
known to us to own more than 5% of our outstanding common stock as of June 9,
2004 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.

         NAME AND ADDRESS                                        PERCENT
         OF BENEFICIAL OWNER(1)              AMOUNT              OF CLASS(2)
         ---------------------               ------              -----------
         Brian Kathler (3)                   2,695,000 shares    17.4%
         Director, President

         Paul Watkins(4)                     1,877,500 shares    12.1%
         Secretary, Treasurer, and Director

         Robert Gamon (5)                    2,935,000 shares    18.9%
         Director

         Howard Bouch                        1,920,000 shares    13.3 %
         Grove House, 13 Low Seaton
         Workington, Cumbria
         England CA14 1PR

         Cheryl Watkins (6)                  817,500 shares      5.6%


                                     - 39 -
<PAGE>

         All Officers and Directors          7,417,500 shares    42.1%
         as a Group (4 persons)
         -----------------------------------------------------------------------
(1)      Unless otherwise indicated, the address of such person is c/o of the
         Company.
(2)      Under Rule 13d-3, certain shares may be deemed to be beneficially owned
by more than one person (if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the shares
(for example, upon exercise of an option) within 60 days of the date as of which
the information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason of
these acquisition rights. As a result, the percentage of outstanding shares of
any person as shown in this table does not necessarily reflect the person's
actual ownership or voting power with respect to the number of shares of Common
Stock actually outstanding at June 9, 2004. As of June 9, 2004, there were
14,438,000 shares of the Company's common stock issued and outstanding. In
addition, there were 540,000 shares subject to options exercisable within 60
days of the date of this registration statement.
(3)      The 1,635,000 shares of common stock beneficially owned by Brian
Kathler are registered in the name of Kathler Holdings Inc., a private company
controlled by Mr. Kathler. Also, includes 1,060,000 shares of Common Stock
issuable upon conversion of the principal and interest on a $50,000 convertible
promissory note issued in March 2002. The conversion price is based on a price
equal to 80% of the fair market value of a share of Common Stock as of
March 31, 2003. See Item 12. Certain Relationships and Related Transactions, for
a description of the terms of the note, including the manner in which the
conversion price is determined.
(4)      Also, includes 1,060,000 shares of Common Stock issuable upon
conversion of the principal and interest on a $50,000 convertible promissory
note issued in March 2002. The conversion price is based on a price equal to
80% of the fair market value of a share of Common Stock as of March 31, 2004.
See Item 12. Certain Relationships and Related Transactions, for a description
of the terms of the note, including the manner in which the conversion price is
determined. Excludes 817,500 shares held by Mr. Watkins' wife as to which
Mr. Watkins disclaims a beneficial interest. Paul Watkins and Cheryl Watkins
are husband and wife.
(5)      1,635,000 shares of common stock are beneficially owned by Robert Gamon
and are registered in the name of 549419 BC Ltd., a private company controlled
by Mr. Gamon. Also, includes 1,060,000 shares of Common Stock issuable upon
conversion of the principal and interest on a $50,000 convertible promissory
note issued in March 2002. The conversion price is based on a price equal to 80%
of the fair market value of a share of Common Stock as of March 31, 2003. See
Item 12. Certain Relationships and Related Transactions, for a description of
the terms of the note, including the manner in which the conversion price is
determined. Mr. Gamon also purchased an aggregate of 240,000 shares which he
holds through 549419 BC Ltd.
(6)      Excludes 817,500 shares held by Ms. Watkins' husband as to which
Ms. Watkins disclaims a beneficial interest. Paul Watkins and Cheryl Watkins are
husband and wife.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         The Company has one equity compensation plan for its employees,
Directors and consultants pursuant to which options, rights or shares may be
granted or issued. See Note 9 to the Notes to Consolidated Financial Statements
for further information on the material terms of these plans.

         The following table provides information as of March 31, 2004 with
respect to compensation plans (including individual compensation arrangements),
under which securities


                                     - 40 -
<PAGE>

are authorized for issuance aggregated as to (i) compensation plans previously
approved by stockholders, and (ii) compensation plans not previously approved by
stockholders:

EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                        (A)                   (B)                    (C)

PLAN CATEGORY                  NUMBER OF SECURITIES      WEIGHTED-AVERAGE       NUMBER OF SECURITIES
                               TO BE ISSUED UPON         EXERCISE PRICE OF      REMAINING AVAILABLE FOR
                               EXERCISE OF               OUTSTANDING            FUTURE ISSUANCE UNDER
                               OUTSTANDING OPTIONS,      OPTIONS, WARRANTS      EQUITY COMPENSATION
                               WARRANTS AND RIGHTS       AND RIGHTS             PLANS (EXCLUDING
                                                                                SECURITIES REFLECTED IN
                                                                                COLUMN (A))
---------------------------------------------------------------------------------------------------------

<S>                                   <C>                    <C>
Equity compensation plans             540,000                $0.37
approved by security holders

Equity compensation plans             600,000
not approved by security
holders

Total                                 540,000
</TABLE>

         In addition, we issued 600,000 shares for consulting services rendered
during the year ended March 31, 2004. Under Nevada corporate law, shareholder
approval was not required in connection with entering into these agreements and
was not obtained.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
--------------------------------------------------------

         We have entered into a consulting contract with Kathler Holdings Inc.
for the services of Brian Kathler, our President and a Director. We have also
entered into a consulting contract with Watkins Communications Inc. for the
services of Mr. Paul Watkins, our Secretary/Treasurer and a Director, and Mr.
Robert Gamon for his services as a Director.

         As of March 31, 2004, we are indebted to each of Mr. Kathler, Mr.
Robert Gamon and Mr. Watkins an aggregate of $265,086 for their monthly
compensation that was deferred.

         In March 2002, we issued our 3% convertible promissory notes in the
principal amount of $50,000 to each of Kathler Holdings, Inc., 595871 BC Ltd.
and Watkins Communications Inc. The notes were issued in place of amounts owing
to those persons for services rendered by Brian


                                     - 41 -
<PAGE>

Kathler, Robert Gamon and Paul Watkins, respectively, during the period May 31,
2000 to February 28, 2002. Interest is payable on the notes at 3% per annum (5%
if past due) and is payable at maturity in cash or by issuance of shares of
common stock based on their fair market value. The principal and accrued
interest on the notes is convertible at any time into shares of our common stock
at a conversion price equal to the lesser of $0.50 and 80% of the fair market
value of a share of common stock, subject to adjustment in the event of stock
splits or combinations. Fair market value is determined based on the average of
the closing bid and asked prices for our common stock on the 20 trading days
preceding the date on which we receive notice of conversion of the note or the
date interest is paid by deliver of shares. The notes become due and payable on
December 31, 2004, or prior thereto in the event of a default. We have agreed to
file on one occasion a registration statement under the U.S. Securities Act of
1933, as amended, to register the offer and sale of the shares issuable on
conversion of the notes on the demand of any holder of the notes.

         On June 11, 2003, we received a loan in the amount of $18,356 from
Robert Gamon, a director of our company. We issued a Promissory Note to Mr.
Gamon. Interest accrues and is payable on the outstanding principal at the rate
of 6% per annum, payable monthly. The term of the Promissory Note is one year,
expiring on June 11, 2004. The loan is not secured. During the year ended March
31, 2004, we paid Mr. Gamon principal and interest in the amount of $13,813. As
of March 31, 2004, $5,147.06 remains outstanding on the loan.


                                     - 42 -
<PAGE>


                                     PART IV
                                     -------

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K:
------------------------------------------

<TABLE>
<CAPTION>
        (A) EXHIBIT                                                 DESCRIPTION
----------------------------     ----------------------------------------------------------------------------------

           <S>                   <C>
            3.1                  Articles of Incorporation*

            3.2                  By-Laws of the Company*

           10.1                  Acquisition Agreement dated January 26, 1999 between the Company and Mr. Paul
                                 Watkins, Ms. Cheryl Watkins, 549419 BC Ltd. and Kathler Holdings Inc.*

           10.2                  Consulting Contract dated March 31, 2004 with Kathler Holdings Inc. and Brian
                                 Kathler.**

           10.3                  Consulting Contract dated March 31, 2004 with Watkins Communications Inc. and
                                 Paul Watkins.**

           10.4                  Consulting Contract dated March 31, 2004 with Robert Gamon**

           10.5                  Promissory Note dated June 11, 2003 issued to Robert Gamon**

           14                    Code of Ethics**

           21.0                  Subsidiaries of Registrant:
                                 Name                               State or Jurisdiction of Incorporation
                                 ----                               --------------------------------------
                                 ViaVid Broadcasting Corp.          British Columbia

           99.1                  Certification of President and Chief Executive Officer Pursuant to Rule
                                 13a-14(a)**

           99.2                  Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)**

           99.3                  Certification of President and Chief Executive Officer Pursuant to Section 1350
                                 (furnished, not filed)**
</TABLE>


                                     - 43 -
<PAGE>

<TABLE>
<CAPTION>
        (A) EXHIBIT                                                 DESCRIPTION
----------------------------     ----------------------------------------------------------------------------------

           <S>                   <C>
           99.4                  Certification of Chief Financial Officer Pursuant to Section 1350 (furnished, not
                                 filed)**
</TABLE>

--------------------------
*  Filed as an exhibit to the Registrant's Registration Statement on Form 10-SB
filed June 29, 1999 (File No. 0-26535).
** Filed or furnished herewith

(b) Reports on Form 8-K
         The Registrant has not filed any Current Reports on Form 8-K for the
quarter ended March 31, 2004.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES:
------------------------------------------------

         The following sets forth fees we incurred for services provided by
Telford, Sadovnick for accounting services rendered during the years ended March
31, 2004 and March 31, 2003 for audit rendered during those years:

                Audit Fees    Audit Related Fees    Tax Fees    All Other Fees
              ----------------------------------------------------------------

      2004       $14,328             -                 -             -
      2003       $10,746             -                 -             -

         We comply with the requirements of US Federal securities laws regarding
the pre-approval of all audit and non-audit services performed by our
independent auditors. The decision to retain Telford, Sadovnick as our principal
accountant to audit our consolidated financial statements as of March 31, 2004
and March 31, 2003 was approved at meetings of our Board of Directors held on
April 18, 2004 and June 5, 2003. Our Audit Committee has not adopted any
pre-approval policies and procedures for engaging an accountant to render audit
or non-audit services that are subject to the pre-approval requirement.


                                     - 44 -
<PAGE>


                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                       VIAVID BROADCASTING, INC.

                               BY:     /s/ Brian Kathler
                                       ----------------------------------------
                                       Brian Kathler, PRESIDENT

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.

SIGNATURE                 TITLE                                       DATE
---------                 -----                                       ----

/s/Brian Kathler          President (Principal                     July 5, 2004
-------------------
Brian Kathler             Executive Officer and Principal
                          Financial and Accounting Officer
                          and Director)

/s/ Paul Watkins          Director                                 July 5, 2004
-------------------
Paul Watkins

/s/ Robert Gamon          Director                                 July 5, 2004
------------------
Robert Gamon

/s/ Howard Bouch          Director                                 July 5, 2004
------------------
Howard Bouch


                                     - 45 -
<PAGE>














                            VIAVID BROADCASTING INC.



                        CONSOLIDATED FINANCIAL STATEMENTS
                      (EXPRESSED IN UNITED STATES DOLLARS)



                             MARCH 31, 2004 AND 2003

<PAGE>

                                TABLE OF CONTENTS
                                -----------------



                                                                           Page

Report of Independent Registered Public Accounting Firm                    3

Consolidated Balance Sheets                                                4

Consolidated Statements of Stockholders' Equity (Deficiency)               5

Consolidated Statements of Operations                                      6

Consolidated Statements of Cash Flows                                      7

Notes to the Consolidated Financial Statements                             8-16









                                      -2-

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------



To the Board of Directors of
ViaVid Broadcasting Inc.

We have audited the accompanying Consolidated Balance Sheets of ViaVid
Broadcasting Inc. as of March 31, 2004 and 2003 and the related Consolidated
Statements of Operations, Stockholders' Equity (Deficiency) and Cash Flows for
each of the years then ended. These financial statements are the responsibility
of ViaVid Broadcasting Inc.'s management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance 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 consolidated
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 ViaVid Broadcasting
Inc., as of March 31, 2004 and 2003, and the results of its operations and its
cash flows for each of the years then ended in conformity with US generally
accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that ViaVid Broadcasting Inc. will continue as a going concern. As discussed in
Note 2 to the consolidated financial statements, the Company's losses from
operations since inception raises substantial doubt as to the Company's ability
to continue as a going concern, unless the Company attains future profitable
operations and/or obtains additional financing. These consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of assets and liabilities that might result from the outcome of
this uncertainty.

                                              /s/ TELFORD SADOVNICK, P.L.L.C.

                                             CERTIFIED PUBLIC ACCOUNTANTS

Bellingham, Washington
June 2, 2004








                                      - 3 -
<PAGE>


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

<TABLE>
<CAPTION>
 ===========================================================================================================================

                                                                                                  March 31,       March 31,
                                                                                                       2004            2003
 ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>              <C>
 ASSETS

 CURRENT
     Cash and cash equivalents                                                              $        44,524  $         1,820
     Short-term investments                                                                           2,473               --
     Accounts receivable                                                                            197,598          114,459
                                                                                            ---------------- ---------------

     Total current assets                                                                           244,595          116,279

 PROPERTY AND EQUIPMENT                                                                              69,815           85,289
                                                                                            ---------------- ---------------

 TOTAL ASSETS                                                                               $       314,410  $       201,568
 ===========================================================================================================================

 LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 CURRENT
     Accounts payable and accrued liabilities                                               $       184,061  $       176,357
     Due to related parties                                                                         265,086          139,542
     Convertible promissory notes                                                                   150,000               -
                                                                                            ---------------- ---------------

     Total current liabilities                                                                      599,147          315,899

 CONVERTIBLE PROMISSORY NOTES                                                                            --          150,000
                                                                                            ---------------- ---------------

 Total liabilities                                                                                  599,147          465,899
                                                                                            ---------------- ---------------

 STOCKHOLDERS' DEFICIENCY
     Capital stock
        Authorized
              25,000,000 common stock with a par value of
              $0.001 per share
        Issued
              13,523,000 common stock (12,423,000 at March 31, 2003)                                 13,523           12,423

     Additional paid-in capital                                                                   3,012,118        2,940,718
     Subscriptions received in advance                                                               79,500               --
     Deficit                                                                                     (3,347,925)      (3,203,341)
     Accumulated other comprehensive loss                                                           (41,953)         (14,131)
                                                                                            ---------------- ---------------

     Total stockholders' deficiency                                                                (284,737)        (264,331)
                                                                                            ---------------- ---------------

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                             $       314,410  $       201,568
 ===========================================================================================================================
</TABLE>


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

                                      - 4 -


<PAGE>


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

<TABLE>
<CAPTION>
===================================================================================================================================

                                 Common Stock
                         ----------------------------
                                                                                                       Accumulated
                                                       Additional    Subscriptions                           Other
                                Number                    Paid-in         Received                   Comprehensive
                             Of Shares       Amount       Capital       In Advance         Deficit             Loss          Total
<S>                         <C>          <C>          <C>             <C>            <C>              <C>             <C>
BALANCE AT
MARCH 31, 2002              12,023,000   $   12,023   $ 2,829,351     $         --   $  (2,859,871)   $          --   $    (18,497)

Components of
  comprehensive
  (loss)

  Net (loss)                        --           --            --               --        (343,470)              --       (343,470)
  Foreign currency
    translation                     --           --            --               --              --          (14,131)       (14,131)
                                                                                                                       ------------
Total
  comprehensive
  (loss)                                                                                                                  (357,601)
                                                                                                                       ------------
Shares issued for
  - consulting  fees           200,000          200        13,800              -                --               --         14,000
  - cash                       200,000          200         9,800              -                --               --         10,000

   Stock-based
     compensation                   --           --        87,767              -                --               --         87,767
                         ----------------------------------------------------------------------------------------------------------

BALANCE AT
MARCH 31, 2003              12,423,000       12,423     2,940,718               --      (3,203,341)         (14,131)      (264,331)

Components of
  comprehensive
  (loss)

  Net (loss)                        --           --            --               --        (144,584)              --       (144,584)
  Foreign currency
    translation                     --           --            --               --              --          (27,822)       (27,822)
                                                                                                                       ------------
Total
  comprehensive
  (loss)                                                                                                                  (172,406)
                                                                                                                       ------------
Shares issued for
 - consulting  fees            600,000          600        21,900              -                --               --         22,500
 - cash                        500,000          500        49,500              -                --               --         50,000

 Subscriptions
   received in
   advance                      -              -             -              79,500              --               --         79,500
                         ----------------------------------------------------------------------------------------------------------

BALANCE AT
MARCH 31, 2004              13,523,000   $   13,523   $ 3,012,118     $     79,500   $  (3,347,925)   $     (41,953)  $   (284,737)
                         ==========================================================================================================
</TABLE>


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


                                      - 5 -
<PAGE>

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

<TABLE>
<CAPTION>
============================================================================================================================

                                                                                               Year Ended        Year Ended
                                                                                                March 31,    March 31, 2003
                                                                                                     2004
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>              <C>

REVENUE
    Broadcast and web income                                                              $       736,364  $      568,517
                                                                                          ---------------  --------------

EXPENSES
    Amortization                                                                                   25,199          35,958
    Bad debts                                                                                       1,680           3,228
    Conference calls                                                                              315,057         294,925
    Consulting                                                                                    298,335         247,027
    Interest                                                                                        5,094           4,533
    Loss on sale of property and equipment                                                             --           3,994
    Office and miscellaneous                                                                      145,678          98,076
    Professional fees                                                                              18,678          49,132
    Rent                                                                                            8,869          30,710
    Salaries and benefits                                                                          54,647          54,270
    Stock based compensation                                                                           --          87,767
    Travel and promotion                                                                            7,864           2,468
                                                                                          ---------------  --------------

                                                                                                  881,101         912,088

LOSS BEFORE OTHER ITEM                                                                           (144,737)       (343,571)

OTHER ITEM
    Interest income                                                                                   153             101
                                                                                          ---------------  --------------

LOSS FOR THE YEAR                                                                         $      (144,584) $     (343,470)
============================================================================================================================

BASIC AND DILUTED LOSS PER COMMON SHARE                                                   $         (0.01) $        (0.03)
============================================================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES
    OF COMMON STOCK OUTSTANDING                                                                12,990,398      12,111,000
============================================================================================================================
</TABLE>





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



                                      - 6 -
<PAGE>

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

<TABLE>
<CAPTION>
=====================================================================================================================
                                                                                      Year Ended          Year Ended
                                                                                       March 31,           March 31,
                                                                                            2004                2003
---------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the year                                                         $      (144,584)    $      (343,470)
    Items not affecting cash:
       Amortization                                                                    25,199              35,958
       Foreign currency translation                                                   (27,822)            (14,131)
       Stock-based compensation                                                            --              87,767
       Consulting fees                                                                 22,500              14,000
       Loss on sale of property and equipment                                              --               3,994

    Changes in non-cash working capital items:
       Increase in accounts receivable                                                (83,139)            (28,383)
       Increase in short-term investments                                              (2,473)                 --
       Increase in accounts payable and                                                 7,704              87,448
         accrued liabilities
                                                                              ---------------------------------------

    Net cash (used in) operating activities                                          (202,615)           (156,817)
                                                                              ---------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of property and equipment                                              (9,725)             (6,352)
    Proceeds from sale of property and equipment                                           --              10,689
                                                                              ---------------------------------------

    Net cash (used in) provided by investing activities                                (9,725)              4,337
                                                                              ---------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from shares issued                                                        50,000              10,000
    Subscriptions received in advance                                                  79,500                  --
    Loans from related parties                                                        125,544             133,684
                                                                              ---------------------------------------

    Net cash provided by financing activities                                         255,044             143,684
                                                                              ---------------------------------------


CHANGE IN CASH AND CASH EQUIVALENTS FOR THE YEAR                                       42,704              (8,796)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                            1,820              10,616
                                                                              ---------------------------------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                        $        44,524     $         1,820
=====================================================================================================================
</TABLE>

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 10)


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


                                      - 7 -
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
(Expressed in United States Dollars)

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


1.       NATURE OF OPERATIONS

         ViaVid Broadcasting Inc., a Nevada corporation, was incorporated on
         January 20, 1999. The Company is engaged in providing webcasting,
         teleconferencing and transcription services to corporate clients
         throughout North America.


2.       GOING CONCERN

         As at March 31, 2004, the Company has an accumulated deficit of
         $3,347,925 and a working capital deficiency of $354,552. The Company's
         ability to continue as a going concern is dependent on continued
         financial support in the form of loans from its shareholders and other
         related parties, the ability of the Company to raise equity financing,
         and the attainment of profitable operations. Based upon recent changes
         made by management to reduce expenses, management is of the opinion
         that cash flow from operations will provide sufficient working capital
         to meet the Company's liabilities as they become due. The Company may,
         as and when opportunities arise, seek to raise additional equity from
         the sale of shares of common stock.

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


3.       SIGNIFICANT ACCOUNTING POLICIES

         ESTIMATES

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

         PRINCIPLES OF CONSOLIDATION

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

         CASH AND CASH EQUIVALENTS

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


                                      - 8 -


<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
(Expressed in United States Dollars)

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


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

         TRADING SECURITIES AND AVAILABLE-FOR-SALE SECURITIES

         Under Statement of Financial Accounting Standards No. 115, "Accounting
         for Certain Investments in Debt and Equity Securities" ("SFAS No.
         115"), unrealized holding gains and losses for trading securities are
         included in statements of operations. Unrealized holding gains and
         losses for available-for-sale securities are excluded from statements
         of operations and reported as a net amount in a separate component of
         shareholders' equity until realized.

         PROPERTY AND EQUIPMENT

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

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

         LOSS PER SHARE

         Basic loss per share is computed by dividing income available to common
         shareholders by the weighted average number of common shares
         outstanding in the year. Diluted loss per share takes into
         consideration common shares outstanding (computed under basic earnings
         per share) and potentially dilutive common shares. The weighted average
         number of shares outstanding at March 31, 2004, 12,990,398 (2003 -
         12,111,000) do not include the Nil (2003 - 1,112,000) warrants
         outstanding and the 540,000 (2003 - 530,000) stock options as their
         effect would be anti-dilutive.

         TRAVEL AND PROMOTION EXPENSES

         Travel and promotion expenses are charged to operations in the period
         incurred.

         INCOME TAXES

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

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


                                      - 9 -
<PAGE>


VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
(Expressed in United States Dollars)

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


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

         STOCK-BASED COMPENSATION

         As permitted by SFAS No. 148 "Accounting for Stock-based Compensation",
         the Company continued to account for stock-based compensation using
         Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued
         to Employees" and has adopted the disclosure only provisions of SFAS
         123. Accordingly, compensation cost for stock options is measured as
         the excess, if any, of the quoted market price of the Company's stock
         at the date of the grant over the amount an employee is required to pay
         for the stock.

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

         FINANCIAL INSTRUMENTS

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

         REVENUE RECOGNITION

         Revenue is recognized once the audio conference, webcast, transcription
         or presentation has been completed and collection of the amounts is
         reasonably assured.

         FOREIGN CURRENCY TRANSLATION

         In accordance with the Statement of Financial Accounting Standards No.
         52, "Foreign Currency Translation," ("SFAS No. 52"), the financial
         statements of the Company's Canadian subsidiary for the year ended
         March 31, 2004 and 2003 are translated into U.S. dollars as follows:
         assets and liabilities at year-end exchange rates; income, expenses and
         cash flows at average exchange rates; and stockholders' deficiency at
         historical exchange rates. The resulting translation adjustment is
         recorded as a component of accumulated other comprehensive loss in the
         accompanying Consolidated Balance Sheets.

         For the years ended March 31, 2004 and 2003, the Company records its
         operations in the Canadian subsidiary, VBC, using the US dollar.
         Accordingly, carrying values of monetary assets and liabilities are
         adjusted at each balance sheet date to reflect the exchange rate at
         that date. Non-monetary assets and liabilities are translated at the
         exchange rate on the original transaction date. Gains and losses from
         restatement of foreign currency monetary and non-monetary assets and
         liabilities are included in income. Revenues and expenses are
         translated at the rates of exchange prevailing on the dates such items
         are recognized in earnings.


                                     - 10 -
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
(Expressed in United States Dollars)

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

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

         OPERATING SEGMENTS

         The Company conducts and reports its operations as a single operating
         segment, which primarily consists of broadcast and web income to
         clients and in one geographic region: the United States and Canada.
         Management reviews the operating and financial results on a
         consolidated basis.

         RECENT ACCOUNTING PRONOUNCEMENTS

         In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133
         on Derivative Instruments and Hedging Activities" ("SFAS 149"). This
         statement amends SFAS 133 by requiring that contracts with comparable
         characteristics be accounted for similarly and clarifies when a
         derivative contains a financing component that warrants special
         reporting in the statement of cash flows. SFAS 149 is effective for
         contracts entered into or modified after June 30, 2003 and for hedging
         relationships designated after June 30, 2003 and must be applied
         prospectively.

         In May 2003, the FASB issued SFAS No. 150 "Accounting For Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity" ("SFAS 150"). This statement established standards for how an
         issuer classifies and measures in its statement of financial position
         certain financial instruments with characteristics of both liabilities
         and equity. SFAS 150 is effective for financial instruments entered
         into or modified after May 31, 2003, and otherwise is effective at the
         beginning of the first interim period beginning after June 15, 2003 and
         must be applied prospectively by reporting the cumulative effect of a
         change in an accounting principle for financial instruments created
         before the issuance date of the Statement and still existing at the
         beginning of the interim period of adoption.

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

         COMPARATIVE FIGURES

         Certain comparative figures have been reclassified in order to comply
         with the presentation adopted in the current year.

4.       PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
         ===============================================================================================

                                                                            Accumulated        Net Book
                                                                 Cost      Amortization           Value
         -----------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>               <C>
         MARCH 31, 2004
            Computer equipment                        $      184,528  $      133,494    $       51,034
            Office furniture                                  17,011          10,255             6,756
            Telephone and video equipment                     42,722          30,697            12,025
                                                      --------------  --------------    --------------

                                                      $      244,261  $      174,446    $       69,815
                                                      =============== ================= ===============
         MARCH 31, 2003
            Computer equipment                        $      174,803  $      112,742    $       62,061
            Office furniture                                  17,011           8,281             8,730
            Telephone and video equipment                     42,721          28,223            14,498
                                                      --------------  --------------    --------------

                                                      $      234,535  $      149,246    $       85,289
         ===============================================================================================
</TABLE>

                                     - 11 -
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
(Expressed in United States Dollars)

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


5.       RELATED PARTY TRANSACTIONS
0
         The Company entered into the following transactions with related
         parties:

         Paid or accrued consulting fees as follows:

         a)  $266,075 (2003 - $232,378) to three directors of the Company.

         b)  During the year, the Company received a loan in the amount of
             $25,000 in Canadian funds from a director. The Company issued a
             Promissory Note to the Director. Interest shall accrue and be
             payable on the outstanding principal at the rate of 6% per annum,
             payable monthly. The term of the Promissory Note is one year,
             expiring on June 11, 2004. The loan is not secured and is included
             in due to related parties. During the current year, the Company has
             paid to the Director, principal and interest in the amount of
             $18,000 and $786 respectively.

         c)  During the 2002 fiscal year, the Company issued three 3%
             convertible promissory notes of $50,000 each for a total debt of
             $150,000 to related parties (Note 6). During the current year, the
             Company has accrued interest payable in the amount of $4,500 (2003
             - $4,500).

         The amounts charged to the Company for the services provided have been
         determined by negotiation among the parties, and in certain cases, are
         covered by signed agreements. These transactions were in the normal
         course of operations and were measured at the exchange value which
         represented the amount of consideration established and agreed to by
         the related parties.

         Amounts due to related parties are unsecured and are non-interest
         bearing except for the convertible promissory notes and the Canadian
         $25,000 promissory note; therefore the fair value of the amounts owed
         to the related parties are not determinable.

6.       CONVERTIBLE PROMISSORY NOTES

<TABLE>
<CAPTION>
         ============================================================================================================

                                                                                         March 31,         March 31,
                                                                                              2004              2003
         ------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>              <C>
         On March 11, 2002, the Company issued three convertible promissory notes
         maturing on December 31, 2004, to related parties at $50,000 each
         bearing interest at 3% per annum, payable quarterly. Interest is payable
         at the option of the holder, in either cash or shares of common stock,
         based upon the amount of interest owing and the fair market value of the
         shares on the interest payment date. The outstanding principal on the
         promissory notes is convertible at any time into common stock of the
         Company at the lesser of $0.50 per share and 80% of the fair market
         value of the common shares, but not less than $0.05 per share. The
         intrinsic value of the beneficial conversion feature of $37,500 was
         charged to interest expense in the 2002 fiscal year.

                                                                                  $       150,000  $       150,000

         Current portion                                                                  150,000               --
                                                                                  ---------------  ---------------

         Long-term                                                                $            --  $       150,000
         ============================================================================================================
</TABLE>

                                     - 12 -
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
(Expressed in United States Dollars)

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


7.       CAPITAL STOCK

         WARRANTS

<TABLE>
<CAPTION>
         ======================================================================================

                                                                   March 31,         March 31,
                                                                        2004              2003
         --------------------------------------------------------------------------------------
<S>                                                               <C>                <C>
         Balance, beginning of the year                            1,112,000         1,112,000

         Expired during the year                                  (1,112,000)               --
                                                            ----------------    --------------

         Balance, end of the year                                         --         1,112,000
         ======================================================================================
</TABLE>

8.       INCOME TAXES

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

<TABLE>
<CAPTION>
         ======================================================================================

                                                                     March 31,        March 31,
                                                                          2004             2003
         --------------------------------------------------------------------------------------
<S>                                                             <C>              <C>
         Tax benefit of net operating loss carry forward        $      963,740   $      917,108
         Valuation allowance                                          (963,740)        (917,108)
                                                                --------------   --------------

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

         The Company has an operating loss carryforward of approximately
         $547,958 in the United States which expires in the fiscal year 2024.
         The Company's subsidiary, ViaVid Broadcasting Corp., has Canadian
         operating losses carryforward of approximately $2,066,544 which expire
         from 2005 to 2011. The Company has provided a full valuation allowance
         on the deferred tax asset due to the uncertainty regarding
         realizability.

9.       STOCK-BASED COMPENSATION EXPENSE

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

                                     - 13 -
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
(Expressed in United States Dollars)

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


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

         Following is a summary of the stock option activities:

<TABLE>
<CAPTION>
         ================================================================================================

                                                         March 31, 2004               March 31, 2003
                                                         --------------               --------------

                                                                    Weighted                    Weighted
                                                                     Average                     Average
                                                         Number     Exercise         Number     Exercise
                                                      of Shares        Price      of Shares        Price
         ------------------------------------------------------------------------------------------------
<S>                                                   <C>        <C>             <C>         <C>
          Outstanding, beginning of the year           530,000   $      0.43     1,117,000   $      0.30
             Granted                                   200,000          0.19        50,000          0.20
             Forfeited                                (190,000)         0.35      (637,000)         0.18
                                                  ------------   -----------  ------------   -----------

          Outstanding, end of the year                 540,000   $      0.37       530,000   $      0.43
         ================================================================================================
</TABLE>

         The weighted average fair value of options granted to employees,
         non-employees and consultants during the year was approximately $0.19
         (2003 - $0.20) per option.

         Following is a summary of the status of options outstanding at
         March 31, 2004:

<TABLE>
<CAPTION>
        ============================================================================================================

                                                                                                          Remaining
                 Exercise                                         Number of                             Contractual
                 Price                                               Shares                            Life (Years)
        ------------------------------------------------------------------------------------------------------------
<S>           <C>                                                   <C>                                    <C>
              $   0.20                                              150,000                                0.01
                  0.30                                               15,000                                0.25
                  0.30                                              100,000                                0.60
                  0.20                                               50,000                                1.44
                  0.10                                               50,000                                2.33
                  0.10                                               25,000                                2.52
                  0.20                                               25,000                                2.96
                  0.25                                              100,000                                2.96
                  3.50                                               25,000                                5.92
                                                           ----------------

                                                                    540,000
        ============================================================================================================
</TABLE>





                                     - 14 -
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
(Expressed in United States Dollars)

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

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

         COMPENSATION

         During the year ended March 31, 2004, the Company granted 175,000 stock
         options to consultants and 25,000 stock options to an employee and
         accordingly, the stock-based compensation recognized using the Black
         Scholes Option Pricing Model was $18,583. Compensation costs for
         consultant and employees have been recognized on the basis of fair
         value pursuant to the Statement of Financial Accounting Standards No.
         123 for the March 31, 2004 pro-forma net loss and basic and diluted
         loss per share.

<TABLE>
<CAPTION>
         ==========================================================================================

                                                                     March 31             March 31
                                                                         2004                 2003
         ------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>
         NET LOSS
             As reported                                  $         (144,584)  $         (343,470)
                                                          =========================================

             Pro-forma                                    $         (163,167)  $         (343,470)
                                                          =========================================

         BASIC AND DILUTED LOSS PER SHARE
             As reported                                  $            (0.01)  $            (0.03)
                                                          =========================================

             Pro-forma                                    $            (0.01)  $            (0.03)
         ==========================================================================================
</TABLE>

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

<TABLE>
<CAPTION>
         ==========================================================================================

                                                                     March 31             March 31
                                                                         2004                 2003
         ------------------------------------------------------------------------------------------
<S>                                                                  <C>                  <C>
         Risk-free interest rate                                      2.422%               1.960%
         Expected life of the options                                3 years              2 years
         Expected volatility                                           73.5%                  75%
         Expected dividend yield                                         --                   --
         ==========================================================================================
</TABLE>

10.      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

<TABLE>
<CAPTION>
         ========================================================================================

                                                                March 31,            March 31,
                                                                     2004                 2003
         ----------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>
         Cash paid for income taxes                       $            --      $            --
         ========================================================================================

         Cash received from interest                      $           153      $           101
         ========================================================================================

         Cash paid for interest                           $         5,094      $         4,533
         ========================================================================================
</TABLE>

                                     - 15 -
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
(Expressed in United States Dollars)


10.      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (cont'd)

         The following non-cash, investing and financing transactions occurred
         during the year ended March 31, 2004:

             The Company issued 600,000 shares of common stock at an agreed
             value of $22,500 for consulting services.

         The following non-cash, investing and financing transactions occurred
         during the year ended March 31, 2003:

             The Company issued 200,000 shares of common stock at an agreed
             value of $14,000 for consulting services.

11.      SUBSEQUENT EVENTS

         a)  Subsequent to March 31, 2004, the Company issued 795,000 shares of
             common stock for the $79,500 amount recorded as subscriptions
             received in advance at year end.

         b)  Subsequent to March 31, 2004, the Company issued 120,000 shares of
             common stock at an agreed upon value of $12,000 for consulting
             services and committed to issue a further 150,000 shares of common
             stock on January 1, 2005 at an agreed upon value of $15,000 for
             further consulting services.

                                     - 16 -