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, 2003; 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.
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                 (Name of Small Business Issuer in its Charter)

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

   SUITE 290 - 145 CHADWICK COURT, NORTH VANCOUVER, BRITISH COLUMBIA V7M 3K1
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    (Address of Principal Executive Offices)                        (Zip Code)

                                  604-988-7667
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                (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
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                                       None
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      Securities Registered Pursuant to Section 12(g) of the Exchange Act:
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                     Common Stock, par value $.001 per share

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                              (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:  $568,517.

         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 13, 2002, was $514,360
(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 13, 2003, was 12,423,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


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                                     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,

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<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, 2003, webcasting, teleconferencing and transcription
services, as well as I.R. Web Page Management Suites provided substantially all
of our revenues.

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<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;

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      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:

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<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 provide us with a hard copy transcription
               within 24 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:

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<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, 2003, approximately 57% 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, 2003,
approximately 16% 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, 2003,
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, 2003, 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, 2003, approximately 15% 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, 2003, we have serviced more than 700
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 $800,000
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 two 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 five 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.

         We are currently working on enhancements to all our proprietary systems
with a targeted Summer, 2003 release. These enhancements are intended to improve
our product offerings by enabling live question and answer, survey and online
voting, and the ability to allow for multiple presenters.

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.

         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.

                                      -11-
<PAGE>

         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
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

                                      -12-
<PAGE>

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 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: PR Newswire, Vcall and
CCBN.

                                      -13-
<PAGE>

         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 seven full-time 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, two 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.

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

                                      -14-
<PAGE>

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 Suite 290 - 145 Chadwick
Court, North Vancouver, British Columbia V7M 3K1. Our telephone number is (604)
988-7667. 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 Suite 290 - 145 Chadwick Court, North Vancouver, British Columbia V7M
3K1. These premises are comprised of approximately 1,000 square feet and are
rented on a month-to-month basis at a rate of $725 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, 2003 to a vote of security holders.

                                      -15-
<PAGE>

                                     PART II
                                     -------

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS:
----------------------------------------------------------------------

         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, 2001 through June 13, 2003.

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

            2001: First Quarter                $0.63                  $0.16

            2001:  Second Quarter              $0.48                  $0.11

            2001:  Third Quarter               $0.42                  $0.10

            2001:  Fourth Quarter              $0.40                  $0.09

            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
            (through June 13, 2003)

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 13, 2003, the closing bid quotation for the Common
Stock, as reported on the OTC Bulletin Board, was $0.07.

                                      -16-
<PAGE>

         As of June 13, 2003, we had approximately 355 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, 2003, we have issued the
following unregistered securities.

         1. In November, 2002, we issued 200,000 shares at a price of $0.05 per
share. The proceeds were $10,000.The securities were offered and sold pursuant
to Regulation D 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.

         2. During the year ended March 31, 2003, we issued an aggregate 200,000
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.

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

PLAN OF OPERATION

         Goals and Objectives

         Our goals and objectives are to:

                                      -17-
<PAGE>

      o        Generate teleconferencing revenues through the sales of corporate
               conference call services
      o        Generate audio/video webcasting revenues through broadcasts of
               conference calls, corporate presentations, annual general
               meetings and other related meetings;
      o        Build a revenue base to grow from and identify new revenue
               streams as they emerge.

STATEMENT OF OPERATIONS

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 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 $912,088 for the year ended March 31,
2003, compared to operating expenses of $1,040,872 for the year ended March 31,
2002.

         Consulting fees, salaries and benefits and stock-based compensation
totalled $389,064 for the year ended March 31, 2003, compared to $563,201 for
the year ended March 31, 2002. Consulting fees and salaries decreased by $80,149
because the number of staff required for our new services has been significantly
reduced. Stock-based compensation decreased by $93,988 because of the decrease
of stock options granted to consultants.

         Our amortization expenses decreased from $44,460 in the year ended
March 31, 2002 to $35,958 in the year ended March 31, 2003 because of the
reduction in assets required for our new services and the lower asset base.

         Office and miscellaneous expenses increased from $75,261 in 2002 to
$98,076 in 2003 because of the increase in teleconferencing.

         Travel and promotion declined from $2,887 in 2002 to $2,468 in 2003
because of the shift in focus towards our new products and services which did
not require extensive travel.

         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.

                                      -18-
<PAGE>

NET LOSS. Our net loss was $(343,470) or $(0.03) per share for the year ended
March 31, 2003. Fully diluted loss per share was the same. Our net loss was
$(764,696) or $(0.07) per share for the year ended March 31, 2002. Our reduced
net loss reflects our improved revenues and steps we have taken to reduce our
expenses

YEAR ENDED MARCH 31, 2002

SALES. Our revenues were $275,280 for the year ended March 31, 2002 compared to
revenues of $39,784 for the year ended March 31, 2001. Our revenues were
achieved primarily from teleconferencing, webcasting, transcription and I.R. Web
Page Management Suite services.

OPERATING EXPENSES. Our operating expenses were $1,040,872 for the year ended
March 31, 2002, compared to operating expenses of $1,065,056 or the year ended
March 31, 2001. The decrease in operating expenses was due to the reduction of
office expenses.

NET LOSS. Our net loss was $764,696, or $(0.07) per share, for the year ended
March 31, 2002. Our net loss was $1,018,361 or ($0.14) per share, for the year
ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

         We had cash of $1,820 as of March 31, 2003 compared to cash of $10,616
as of March 31, 2002.

         During the period April 1, 2002 through March 31, 2003, we realized net
proceeds of $10,000 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.

                                      -19-
<PAGE>

         Subject to the availability of sufficient funds, we currently intend to
pursue the following Plan of Operations during the twelve months ended March 31,
2004:

      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.

      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
Plan of Operations. 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 Plan of Operations
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
Plan of Operations.

         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.

                                      -20-
<PAGE>

      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 Plan of
Operation may not be realized and we may have to make changes to our Plans.

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

                                      -21-
<PAGE>

dissemination of their news information, realizing material amounts of
Webcasting or other revenues, achieving any commercial advantage relative to
other financial news dissemination media companies or raising the additional
capital required to support our operations or the terms and conditions on which
such capital can be raised. Our ability to realize revenues and raise additional
capital from the business plans discussed herein cannot be assured. If our
assumptions are incorrect or our webcasting or other growth plans or plans to
realize revenues or raise additional capital fail to materialize, we may be
unsuccessful in developing as a viable business enterprise. Under such
circumstance your entire investment will be in jeopardy and may be lost. Our
business plan has evolved over time, and we expect that our plans will evolve
further in the future. Our inability to meet our goals and objectives or the
consequences to us from adverse developments in general economic or capital
market conditions and our inability to raise additional capital could have a
material adverse effect on us. We caution you that various risk factors
accompany those forward looking statements and are described, among other
places, under the caption "Risk Factors" herein, beginning on page 22 They are
also described in our Annual Reports on Form 10KSB, Quarterly Reports on Form
10-QSB, and our Current Reports on Form 8-K. These risk factors could cause our
operating results, financial condition and ability to fulfill our plans to
differ materially from those expressed in any forward-looking statements made in
this Report and could adversely affect our financial condition and our ability
to pursue our business strategy and plans.

                                  RISK FACTORS

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

                        RISKS APPLICABLE TO OUR BUSINESS

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

         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, 2003 are $931,661.
Our total losses since inception through March 31, 2003 are $3,203,341. 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

                                      -22-
<PAGE>

resulting from the changes we make in our business plan. As changes in the
industry further develop, we may need to make further changes to our business
plan. We cannot assure you that we will be successful in addressing the risks we
confront. We cannot assure you that our revenue will grow sufficiently to assure
our future success. We must increase our revenues in order to continue our
operations. New companies, such as ours, experience expenses, difficulties and
unforeseen problems that create a higher risk of business failure. If we are not
successful in overcoming these expenses and difficulties, our business may fail.

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

         The report of our independent auditors on their audit of our financial
statements as of March 31, 2003 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,
2003, we had total current assets of $116,279 and total current liabilities of
$315,899. During the second quarter of the fiscal year ended March 31, 2003, we
restructured our operations to reduce and eliminate certain expenses. These
restructuring activities continued into the third quarter. 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.

                                      -23-
<PAGE>

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.

      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.

                                      -24-
<PAGE>

ANTICIPATED LOSSES IN FUTURE PERIODS

         During the year ended March 31, 2003, we incurred a loss of $(343,470)
on revenues of $568,517. 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, 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.

                                      -25-
<PAGE>

         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.

         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:

                                      -26-
<PAGE>

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

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

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

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

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

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

                                      -27-
<PAGE>

"key person" life insurance policies. Our future success also depends on our
ability to identify, attract, retain and motivate highly skilled, technical,
managerial, sales, marketing and customer service personnel. Competition for
such persons is intense. We cannot assure you that we will be able to attract or
retain such personnel. The failure to do so could have a material adverse effect
on our business, financial condition and results of operations.

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

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

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

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

                                      -28-
<PAGE>

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 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

                                      -29-
<PAGE>

expensed as they are incurred while revenue related to these new services
typically builds over time and, accordingly, our profitability from year to year
may be adversely affected by the number and timing of new service launches. In
addition, we cannot assure you that any new areas or services will be developed
in a timely or cost-effective manner or that they will be successful.

RISKS ASSOCIATED WITH BRAND DEVELOPMENT

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

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

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

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

         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

                                      -30-
<PAGE>

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 taxes subsequent
to the expiration of the moratorium. There can be no assurance that, once such
moratorium is lifted, 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 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

                                      -31-
<PAGE>

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 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

                                      -32-
<PAGE>

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.

CONTROL BY PRINCIPAL STOCKHOLDERS AND POTENTIAL CONFLICTS OF INTEREST

         Our officers and Directors own approximately 34.3%, 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

                                      -33-
<PAGE>

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.

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 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.

                                      -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             40              President and Director
Paul Watkins              39              Secretary, Treasurer and Director
Robert Gamon              55              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.

         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.

         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, 2003.

                                      -36-
<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, 2003 for all services
rendered to us in that year.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                         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                             $
                           2001        $60,000           -0-            -0-            -0-             -0-
                           2002        $17,000           -0-            -0-            -0-             -0-
                           2003        $41,908           -0-            -0-            -0-             -0-
</TABLE>

EMPLOYMENT AGREEMENTS

         The services of Brian Kathler, our President, are provided pursuant to
a consulting agreement dated March 31, 2003 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. was increased from $5000 per month to $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, 2003 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. was
increased from $5,000 per month to $6,500 per

                                      -37-
<PAGE>

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, 2003. 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 was increased from $5,000
per month to $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:
-------------------------------------------------------------------------

         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 March 31,
2003 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)                      [2,665,000] shares     [19.8]%
         Director, President

         Paul Watkins(4)                        [1,847,500] shares     [13.7]%
         Secretary, Treasurer, and Director

         Robert Gamon (5)                       [2,835,000] shares     [21.1]%
         Director

         Cheryl Watkins (6)                        817,500 shares        6.6%

         All Officers and Directors             [7,347,500] shares     [47.4]%
         as a Group (3 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

                                      -38-
<PAGE>

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 13, 2002. As of June 13, 2003, there were 12,423,000 shares of the
Company's common stock issued and outstanding. In addition, there were 530,000
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 1,030,000 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 1,030,000 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.
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 595871 BC Ltd., a private company controlled by
Mr. Gamon. Also, includes 1,030,000 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 170,000 shares which he
holds through 595871 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, 2003 with
respect to compensation plans (including individual compensation arrangements),
under which securities are authorized for issuance aggregated as to (i)
compensation plans previously approved by stockholders, and (ii) compensation
plans not previously approved by stockholders:

                                      -39-
<PAGE>

EQUITY COMPENSATION PLAN INFORMATION

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

PLAN CATEGORY                NUMBER OF                WEIGHTED-              NUMBER OF SECURITIES
                             SECURITIES TO BE         AVERAGE EXERCISE       REMAINING AVAILABLE FOR
                             ISSUED UPON              PRICE OF               FUTURE ISSUANCE UNDER
                             EXERCISE OF              OUTSTANDING            EQUITY COMPENSATION
                             OUTSTANDING              OPTIONS,               PLANS (EXCLUDING
                             OPTIONS,  WARRANTS       WARRANTS AND           SECURITIES REFLECTED IN
                             AND RIGHTS                RIGHTS                 COLUMN (A))
----------------------------------------------------------------------------------------------------
<S>                             <C>                      <C>                      <C>
Equity compensation             530,000                   $0.43                    1,273,450
plans approved by
security holders

Equity compensation             200,000                   $0.07                        -0-
plans not approved by
security holders

Total                           730,000                                            1,273,450
</TABLE>

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, 2003, we are indebted to each of Mr. Kathler, 595871
and Mr. Watkins an aggregate of $139,542 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 Kathler, Robert Gamon and Paul
Watkins, respectively, during the period May 31, 2000 to

                                      -40-
<PAGE>

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.

         At March 31, 2003, we had no other loans outstanding to any of our
officers, Directors or principal shareholders.

                                      -41-
<PAGE>

                                     PART IV
                                     -------

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

(A) EXHIBIT                              DESCRIPTION
-----------    -----------------------------------------------------------------

    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, 2003 with Kathler Holdings
               Inc. and Brian Kathler.**

   10.3        Consulting Contract dated March 31, 2003 with Watkins
               Communications Inc. and Paul Watkins.**

   10.4        Consulting Contract dated March 31, 2003 with Robert Gamon**

   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)**

   99.4        Certification of Chief Financial Officer Pursuant to Section 1350
               (furnished, not filed)**
--------------------------
* 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

                                      -42-
<PAGE>

(b) Reports on Form 8-K

         The Registrant has not filed any Current Reports on Form 8-K for the
quarter ended March 31, 2003.

ITEM 14 - 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 within 90 days of the filing date of this annual 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.

                                      -43-
<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 15, 2003
-------------------         Executive Officer and Principal
Brian Kathler               Financial and Accounting Officer
                            and Director)

 /s/ Paul Watkins           Director                               July 15, 2003
-------------------
Paul Watkins

 /s/ Robert Gamon           Director                               July 15, 2003
------------------
Robert Gamon

                                      -44-

<PAGE>



                            VIAVID BROADCASTING INC.

                        CONSOLIDATED FINANCIAL STATEMENTS
                      (EXPRESSED IN UNITED STATES DOLLARS)

                                 MARCH 31, 2003

<PAGE>

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

                                                                            PAGE
                                                                            ----

Independent Auditors' Report - Telford Sadovnick                             3

Independent Auditors' Report - Davidson & Company                            4

Consolidated Balance Sheet                                                   5

Consolidated Statements of Operations                                        6

Consolidated Statements of Stockholders Equity (Deficiency)                  7

Consolidated Statements of Cash Flows                                        9

Notes to Consolidated Financial Statements                                   10

<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Board of Directors of
ViaVid Broadcasting Inc.

We have audited the accompanying Balance Sheets of ViaVid Broadcasting Inc. as
of March 31, 2003 and the related Statements of Operations, Stockholders'
Deficiency and Cash Flows for the year 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 auditing standards generally accepted
in the United States of America. 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 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 financial statements referred to above present fairly, in all
material respects, the financial position of ViaVid Broadcasting Inc., as of
March 31, 2003, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that ViaVid
Broadcasting Inc. will continue as a going concern. As discussed in Note 2 to
the 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 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 11, 2003


                                       3

<PAGE>

                                     A Partnership of Incorporated Professionals
DAVIDSON & COMPANY      Chartered Accountants

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders of
ViaVid Broadcasting Inc.

We have audited the consolidated balance sheets of ViaVid Broadcasting Inc. as
at March 31, 2002 and the related consolidated statements of operations,
stockholders' equity (deficiency) and cash flows for the years ended March 31,
2002 and 2001. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform an 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 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, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at March 31, 2002
and the results of its operations and its cash flows for the years ended March
31, 2002 and 2001 in accordance with generally accepted accounting principles in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
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 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.

                                                 "DAVIDSON & COMPANY"

Vancouver, Canada                                Chartered Accountants

May 1, 2002

                          A Member of SC INTERNATIONAL
                          ----------------------------

                  1200 - 609 Granville Street, P.O. Box 10372,
                 Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
                   Telephone (604) 687-0947 Fax (604) 687-6172





                                       4
<PAGE>

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

<TABLE>
<CAPTION>
=============================================================================================================
                                                                                 March 31,         March 31,
                                                                                   2003              2002
-------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>               <C>
ASSETS

CURRENT
    Cash and cash equivalents                                                   $     1,820       $    10,616
    Accounts receivable                                                             114,459            86,076
                                                                                -----------       -----------

    Total current assets                                                            116,279            96,692

PROPERTY AND EQUIPMENT  (Note 4)                                                     85,289           129,578
                                                                                -----------       -----------

TOTAL ASSETS                                                                    $   201,568       $   226,270
=============================================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT
    Accounts payable and accrued liabilities                                    $   176,357       $    88,909
    Due to related parties (Note 5)                                                 139,542             5,858
                                                                                -----------       -----------

    Total current liabilities                                                       315,899            94,767

CONVERTIBLE PROMISSORY NOTES (Note 6)                                               150,000           150,000
                                                                                -----------       -----------

Total liabilities                                                                   465,899           244,767
                                                                                -----------       -----------

STOCKHOLDERS' DEFICIENCY

    Capital stock (Note 7)
       Authorized
             25,000,000 common shares with a par value of $0.001 per share
       Issued
             12,423,000 common shares (12,023,000 at March 31, 2002)                 12,423            12,023

    Additional paid-in capital                                                    2,940,718         2,829,351
    Deficit                                                                      (3,203,341)       (2,859,871)
    Accumulated other comprehensive loss                                         (14,131)                 (--)
                                                                                -----------       -----------

    Total stockholders' deficiency                                                 (264,331)          (18,497)
                                                                                -----------       -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  $   201,568       $   226,270
=============================================================================================================
</TABLE>

NATURE OF OPERATIONS (Note 1)

        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         Year Ended
                                                  March 31,          March 31,          March 31,
                                                    2003               2002               2001
--------------------------------------------------------------------------------------------------
<S>                                             <C>                <C>                <C>
REVENUE
    Broadcast and web income                    $    568,517       $    275,280       $     39,784
                                                ------------       ------------       ------------

EXPENSES
    Amortization                                      35,958             44,460             51,702
    Bad debts                                          3,228              3,677                 --
    Conference calls                                 294,925            198,112            133,530
    Consulting                                       247,027            293,281            368,291
    Foreign exchange                                      --                665              8,967
    Interest                                           4,533             37,500                 --
    Loss on sale of property and equipment             3,994              2,118                 --
    Office and miscellaneous                          98,076             75,261             89,442
    Professional fees                                 49,132             74,672             72,997
    Rent                                              30,710             38,319             46,099
    Salaries and benefits                             54,270             88,165            152,231
    Stock based compensation                          87,767            181,755            119,958
    Travel and promotion                               2,468              2,887             21,839
                                                ------------       ------------       ------------

                                                     912,088          1,040,872          1,065,056
                                                ------------       ------------       ------------

LOSS BEFORE OTHER ITEM                              (343,571)          (765,592)        (1,025,272)

OTHER ITEM
    Interest income                                      101                896              6,911
                                                ------------       ------------       ------------

LOSS FOR THE YEAR                               $   (343,470)      $   (764,696)      $ (1,018,361)
==================================================================================================

BASIC AND DILUTED LOSS PER COMMON  SHARE        $      (0.03)      $      (0.07)      $      (0.14)
==================================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES
    OF COMMON STOCK OUTSTANDING                   12,111,000         10,910,370          7,288,729
==================================================================================================
</TABLE>

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



                                       6
<PAGE>

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

<TABLE>
<CAPTION>
====================================================================================================================================
                                           Common Stock
                                   -----------------------
                                                                                                         Accumulated
                                     Number                   Additional  Subscriptions                     other
                                   Of Shares     Amount        Paid-in       Received       Deficit     Comprehensive     Total
                                                               Capital     In Advance                        Loss
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>           <C>            <C>           <C>           <C>             <C>
BALANCE AT MARCH 31, 2000          6,652,000   $     6,652   $ 1,358,077             --   $(1,076,814)  $          --   $   287,915

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

BALANCE AT MARCH 31, 2001          8,113,000   $     8,113   $ 2,143,074    $   106,000   $(2,095,175)  $          --   $   162,012

  Subscriptions received in
    Advance                               --            --            --       (106,000)           --              --      (106,000)
  Shares issued for cash           1,290,000         1,290       256,710             --            --              --       258,000
  Finders' fee on private
    Placement                             --            --       (15,825)            --            --              --       (15,825)
  Shares issued for consulting
    Fees                             200,000           200         9,800             --            --              --        10,000
  Shares issued for consulting
    Fees                             350,000           350        34,650             --            --              --        35,000
  Shares issued for cash             500,000           500        24,500             --            --              --        25,000
  Shares issued for exercise of
    Warrants                         550,000           550       109,450             --            --              --       110,000
  Shares issued for exercise of
    Warrants                         500,000           500        24,500             --            --              --        25,000
  Shares issued for exercise of
    stock options                    170,000           170        33,830             --            --              --        34,000
  Shares issued for consulting
    Fees                             100,000           100         4,900             --            --              --         5,000
  Shares issued for consulting
    Fees                             250,000           250        12,250             --            --              --        12,500
</TABLE>

                                  - continued -

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



                                       7
<PAGE>

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

(Cont'd)

<TABLE>
<CAPTION>
====================================================================================================================================
                                           Common Stock
                                   -----------------------
                                                                                                         Accumulated
                                     Number                   Additional  Subscriptions                     other
                                   Of Shares     Amount        Paid-in       Received       Deficit     Comprehensive     Total
                                                               Capital     In Advance                        Loss
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>          <C>           <C>            <C>           <C>           <C>             <C>
  Shares issued for cash             250,000           250        12,250             --            --             --         12,500
    Finders' fee                          --            --       (15,243)            --            --             --        (15,243)
  Stock-based compensation
    for options issued to
    Consultants                           --            --       181,755             --            --             --        181,755
  Issuance of convertible
    promissory notes                      --            --        37,500             --            --             --         37,500
  Return to treasury                (250,000)         (250)      (24,750)            --            --             --        (25,000)
  Loss for the year                       --            --            --             --      (764,696)            --       (764,696)
                                  --------------------------------------------------------------------------------------------------

BALANCE AT MARCH 31, 2002         12,023,000        12,023     2,829,351             --    (2,859,871)            --        (18,497)

  Shares issued for consulting
    Fees                             200,000           200        13,800             --            --             --         14,000
  Shares issued for cash             200,000           200         9,800             --            --             --         10,000
  Loss for the year                       --            --            --             --      (343,470)            --       (343,470)
  Foreign currency translation            --            --            --             --            --        (14,131)       (14,131)
  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)
====================================================================================================================================
</TABLE>

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




                                       8
<PAGE>

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

<TABLE>
<CAPTION>
======================================================================================================================
                                                                       Year Ended        Year Ended        Year Ended
                                                                        March 31,         March 31,         March 31,
                                                                          2003              2002              2001
----------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the year                                                  $  (343,470)      $  (764,696)      $(1,018,361)
    Items not affecting cash:
       Amortization                                                         35,958            44,460            51,702
          Foreign currency translation                                     (14,131)               --                --
       Stock based compensation                                             87,767           181,755           119,958
       Consulting fees                                                      14,000            37,500           115,500
       Intrinsic value of beneficial conversion                                 --            37,500                --
           feature of the convertible promissory note
       Loss on sale of property and equipment                                3,994             2,118                --

    Changes in non-cash working capital items:
       Increase in accounts receivable                                     (28,383)          (57,746)          (22,166)
       Decrease in prepaid expenses                                             --             9,366             3,679
       Increase in accounts payable and accrued liabilities                 87,448            34,061            23,054
                                                                       -----------------------------------------------

    Net cash used in operating activities                                 (156,817)         (475,682)         (726,634)
                                                                       -----------------------------------------------


CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of property and equipment                                   (6,352)          (22,561)          (31,252)
     Proceeds from sale of property and equipment                           10,689             9,695                --
                                                                       -----------------------------------------------

    Net cash provided by (used in) investing activities                      4,337           (12,866)          (31,252)
                                                                       -----------------------------------------------


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from shares issued                                             10,000           327,432           551,000
     Subscriptions received in advance                                          --                --           106,000
    Loans from related parties                                             133,684           119,814            18,264
                                                                       -----------------------------------------------

    Net cash provided by financing activities                              143,684           447,246           675,264
                                                                       -----------------------------------------------


CHANGE IN CASH AND CASH EQUIVALENTS FOR THE YEAR                            (8,796)          (41,302)          (82,622)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                10,616            51,918           134,540
                                                                       -----------------------------------------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                 $     1,820       $    10,616       $    51,918
======================================================================================================================
</TABLE>

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 10)

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



                                       9
<PAGE>

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

1.       NATURE OF OPERATIONS

         ViaVid Broadcasting Inc., a Nevada corporation, was incorporated on
         January 20, 1999. On January 27, 1999, the Company completed the
         acquisition of ViaVid Broadcasting Corp. ("VBC"), a related Canadian
         company operating in Vancouver, British Columbia, Canada. VBC was
         incorporated under the laws of British Columbia on July 26, 1994. The
         Company is engaged in providing webcasting, teleconferencing and
         transcription services to corporate clients throughout North America.
         The Company was in the development stage to March 31, 2002. During the
         current fiscal year, the Company is considered to be an operating
         company.

2.       GOING CONCERN

         As at March 31, 2003, the Company has an accumulated deficit of
         $3,203,341 and a working capital deficiency of $199,620. 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.



                                       10
<PAGE>

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

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

         PRINCIPLES OF CONSOLIDATION

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

         CASH AND CASH EQUIVALENTS

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

         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, 2003, 12,111,000 (2002 -
         10,910,370; 2001 - 7,288,729) do not include the 1,112,000 (2002 -
         1,112,000; 2001 - 372,000) warrants outstanding and the 530,000 (2002 -
         1,117,000; 2001 - 667,000) stock options as their effect would be
         anti-dilutive.

         ADVERTISING AND PROMOTION EXPENSES

         Advertising 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.



                                       11
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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,
         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 invoiced and collection of the
         amounts is reasonably assured.

         FOREIGN CURRENCY TRANSLATION

         In accordance with the Statement of Financial Accounting Standards
         (SFAS) No. 52, "Foreign Currency Translation," the financial statements
         of the Company's Canadian subsidiary for the year ended March 31, 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' equity 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, 2002 and 2001, the Company records its
         operations in the Canadian subsidiary, VBC, using the US dollar.
         Accordingly, carrying values of monetary assets and liabilities are
         adjusted at each balance sheet date to reflect the exchange rate at
         that date. Non-monetary assets and liabilities are translated at the
         exchange rate on the original transaction date. Gains and losses from
         restatement of foreign currency monetary and non-monetary assets and
         liabilities are included in income. Revenues and expenses are
         translated at the rates of exchange prevailing on the dates such items
         are recognized in earnings.

         SEGMENTED INFORMATION

         In June 1997, the Financial Accounting Standards Board ("FASB") issued
         SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
         Information." SFAS No. 131 establishes standards for the manner in
         which public companies report information about operating segments in
         annual and interim financial statements. The statement is effective for
         fiscal years beginning after December 15, 1997. The Company does not
         have any reporting requirements as defined by SFAS No. 131.



                                       12
<PAGE>

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

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

         NEW ACCOUNTING PRONOUNCEMENTS

         In June 2001, the FASB approved the issuance of SFAS No. 142, "Goodwill
         and Other Intangible Assets". SFAS 142 requires that goodwill no longer
         be amortized to earnings, but instead be reviewed for impairment. The
         statement is effective for fiscal years beginning after December 15,
         2001, and is required to be applied at the beginning of an entity's
         fiscal year and to be applied to all goodwill and other intangible
         assets recognized in its financial statements at that date. Impairment
         losses for goodwill and indefinite-lived intangible assets that arise
         due to the initial application of this statement (resulting from a
         transitional impairment test) are to be reported as resulting from a
         change in accounting principle. Under an exception to the date at which
         this statement becomes effective, goodwill and intangible assets
         acquired after June 30, 2001, will be subject immediately to the
         non-amortization and amortization provisions of this statement.

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

         In October 2001, FASB issued SFAS No. 144, "Accounting for the
         Impairment on Disposal of Long-lived Assets", which supersedes SFAS No.
         121, "Accounting for the Impairment of Long-lived Assets and for
         Long-lived Assets to be Disposed of". SFAS 144 requires that long-lived
         assets that are to be disposed of by sale be measured at the lower of
         book value or fair value less cost to sell. Additionally, SFAS 144
         expands the scope of discontinued operations to include all components
         of an entity with operations that (1) can be distinguished from the
         rest of the entity and (2) will be eliminated from the ongoing
         operations of the entity in a disposal transaction. SFAS 144 is
         effective for financial statements issued for fiscal years beginning
         after December 15, 2001, and, generally, its provisions are to be
         applied prospectively.

         In April 2002, FASB issued Statements of Financial Accounting No. 145,
         "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
         Statement No. 13 and Technical Corrections" ("SFAS 145"). SFAS 145
         eliminates the requirement that gains and losses from the
         extinguishment of debt be aggregated and , if material, classified as
         an extraordinary item, net of the related income tax effect and
         eliminates an inconsistency between the accounting for sale-leaseback
         transactions and certain lease modifications that have economic effects
         that are similar to sale-leaseback transactions. Generally SFAS 145 is
         effective for transactions occurring after May 15, 2002.

         In June 2002, FASB issued Statements of Financial Accounting Standards
         No. 146, "Accounting for Costs Associated with Exit or Disposal
         Activities" ("SFAS 146") that nullifies Emerging Issues Task Force No.
         94-3, "Liability Recognition for Certain Employee Termination Benefits
         and Other Costs to Exit an Activity (Including Certain Costs Incurred
         in a Restructuring)" ("EITF 94-3"). SFAS 146 requires that a liability
         for a cost associated with an exit or disposal activity be recognized
         when the liability is incurred, whereby EITF 94-3 had recognized the
         liability at the commitment date to an exit plan. The provisions of
         this statement are effective for exit or disposal activities that are
         initiated after December 31, 2002 with earlier application encouraged.

         In October 2002, FASB issued Statements of Financial Accounting
         Standards No. 147, "Accounting of Certain Financial Institutions - an
         amendment of FASB Statements No. 72 and 44 and FASB Interpretation No.
         9" ("SFAS 147"). SFAS 147 requires the application of the purchase
         method of accounting to all acquisitions of financial institutions,
         except transactions between two or more mutual enterprises. SFAS 147 is
         effective for acquisitions for which the date of acquisition is on or
         after October 1, 2002.



                                       13
<PAGE>

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

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

         NEW ACCOUNTING PRONOUNCEMENTS (cont'd...)

         In December 2002, FASB issued Statements of Financial Accounting
         Standards No. 148, "Accounting for Stock-Based Compensation -
         Transition and Disclosure - an amendment of FASB Statement No. 123"
         ("SFAS 148"). SFAS 148 amends FASB Statement No. 123 to provide
         alternative methods of transition for a voluntary change to the fair
         value based method of accounting for stock-based employee compensation.
         In addition, SFAS 148 amends the disclosure requirements of FASB
         Statement No. 123 to require prominent disclosures in both annual and
         interim financial statements about the method of accounting for
         stock-based employee compensation and the effect of the method used on
         reported results. SFAS 148 is effective for fiscal years beginning
         after December 15, 2002.

         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 new 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

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

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

         MARCH 31, 2002
             Computer equipment                 $170,465   $ 90,249    $ 80,216
             Office furniture                     17,011      6,027      10,984
             Telephone and video equipment        67,932     29,554      38,378
                                                --------------------------------

                                                $255,408   $125,830    $129,578
         ======================================================================



                                       14
<PAGE>

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

5.       RELATED PARTY TRANSACTIONS

         The Company entered into the following transactions with related
         parties:

         Paid or accrued consulting fees as follows:

         a)  $232,378 (2002 - $155,858; 2001 - $194,848) to three directors of
             the Company

         b)  During the previous 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.

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

         Amounts due to related parties are unsecured and are non-interest
         bearing except for the convertible promissory notes, 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,
                                                                                           2003         2002
---------------------------------------------------------------------------------------------------------------
<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
    previous year                                                                       $150,000      $150,000

Current portion                                                                               --            --
                                                                                        --------      --------

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



                                       15
<PAGE>

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

7.       CAPITAL STOCK

         WARRANTS

         ===================================================================
                                                   March 31,       March 31,
                                                     2003            2002
         --------------------------------------------------------- ---------

         Balance, beginning of the year            1,112,000         372,000

             Issued during the year                       --       1,790,000
             Exercised during the year                    --      (1,050,000)
                                                   ---------      ----------

         Balance, end of the year                  1,112,000       1,112,000
         ===================================================================

         As at March 31, 2003, there were 372,000 warrants outstanding that
         are exercisable into 372,000 common shares at $0.50 per share until
         September 30, 2003, and 740,000 warrants outstanding that are
         exercisable into 740,000 common shares at $0.20 per share until
         February 28, 2004.

8.       INCOME TAXES

         The Company's total deferred tax asset is as follows:
<TABLE>
<CAPTION>

         =====================================================================================================================
                                                                                   March 31,        March 31,        March 31,
                                                                                        2003             2002             2001
         ---------------------------------------------------------------------------------------------------------------------

         <S>                                                                 <C>             <C>              <C>
         Tax benefit of net operating loss carry forward                     $      917,108  $      855,500   $       677,900
         Valuation allowance                                                       (917,108)       (855,500)         (677,900)
                                                                             --------------  --------------   ---------------
                                                                             $          --   $          --    $            --
         =====================================================================================================================
</TABLE>

         The Company has an operating loss carryforward of approximately
         $484,000 in the United States which expires in the year 2023. The
         Company's subsidiary, ViaVid Broadcasting Corp., has Canadian operating
         losses carryforward of approximately $1,870,753 which expire from 2004
         to 2010. 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.



                                       16
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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, 2003                March 31, 2002              March 31, 2001
                                            --------------                --------------              --------------

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

<S>                                    <C>          <C>                 <C>       <C>               <C>       <C>
      Outstanding, beginning of        1,117,000    $      0.30         667,000   $    0.55         642,000   $     1.49
        the year
          Granted                         50,000           0.20         960,000        0.17         715,000         0.85
          Forfeited                     (637,000)          0.18        (340,000)       0.46        (360,000)       (1.33)
          Exercised                           -                        (170,000)       0.20        (330,000)       (0.64)
                                    ------------                  -------------                ------------   ----------

      Outstanding, end of the
        year                             530,000    $      0.43       1,117,000   $    0.30         667,000   $     0.55
      ====================================================================================================================
</TABLE>

         The weighted average fair value of options granted to employees,
         non-employees and consultants during the year was approximately $0.20
         (2002 - $0.14; 2001 - $0.43) per option.

         Following is a summary of the status of options outstanding at March
         31, 2003:

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

                                                  Outstanding Options                      Exercisable Options
                                              -----------------------------------     -------------------------------
                                                                        Weighted
                                                            Average      Weighted                           Weighted
                                                          Remaining       Average                            Average
                                                        Contractual      Exercise                           Exercise
Exercise Price                                Number           Life         Price             Number           Price
---------------------------------------------------------------------------------------------------------------------

<S>                                           <C>             <C>             <C>             <C>              <C>
$    0.30                                     50,000          0.03            0.30            50,000           0.30
     0.37                                     20,000          0.22            0.37            20,000           0.37
     1.00                                     10,000          0.51            1.00            10,000           1.00
     0.40                                     25,000          0.78            0.40            25,000           0.40
     0.30                                     15,000          0.84            0.30            15,000           0.30
     0.30                                     45,000          0.97            0.30            45,000           0.30
     0.30                                     10,000          1.00            0.30            10,000           0.30
     0.20                                    150,000          1.02            0.20           150,000           0.20
     0.30                                     15,000          1.25            0.30            15,000           0.30
     0.20                                     15,000          1.55            0.20            15,000           0.20
     0.30                                    100,000          1.60            0.30           100,000           0.30
     0.20                                     50,000          2.69            0.20            50,000           0.20
     3.50                                     25,000          6.92            3.50            25,000           3.50
====================================================================================================================
</TABLE>



                                       17
<PAGE>

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

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

         COMPENSATION

         During the year ended March 31, 2003, there were no stock options
         issued to employees. No compensation cost for employees has been
         recognized on the basis of fair value pursuant to Statement of
         Financial Accounting Standards No. 123 for the March 31, 2003 pro-forma
         net loss and loss per share.

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

                                                           March 31, 2003       March 31, 2002    March 31, 2001

-----------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                  <C>                  <C>
NET LOSS
    As reported                                       $         (343,470)  $         (746,696)  $       (1,018,361)
                                                      ============================================================

    Pro-forma                                         $         (343,470)  $         (768,089)  $       (1,058,854)
                                                      ============================================================

BASIC AND DILUTED LOSS PER SHARE
    As reported                                       $            (0.03)  $            (0.07)  $            (0.14)
                                                      ============================================================

    Pro-forma                                         $            (0.03)  $            (0.07)  $            (0.15)
==================================================================================================================
</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, 2003         March 31, 2002       March 31, 2001
----------------------------------------------------------------------------------------------------------------

<S>                                                         <C>               <C>  <C>         <C>      <C>
Risk-free interest rate                                     1.960%            0% - 4.327%      4.300% - 6.484%
Expected life of the options                               2 years                2 years              2 Years
Expected volatility                                            75%      180.41% - 234.29%          50%-175.85%
Expected dividend yield                                        --                     --                   --
================================================================================================================
</TABLE>

         The Company granted 50,000 options to third party consultants during
         the year ended March 31, 2003 and accordingly, the stock based
         compensation recognized using the Black Scholes Option Pricing Model
         was $896.



                                       18
<PAGE>

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

10. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

<TABLE>
<CAPTION>
         ===============================================================================================
                                                    March 31, 2003    March 31, 2002     March 31, 2001
         -----------------------------------------------------------------------------------------------

         <S>                                    <C>                 <C>               <C>
         Cash paid for income taxes             $           --      $           --    $           --
         ===============================================================================================

         Cash paid for interest                 $           --      $           --    $           --
         ===============================================================================================
</TABLE>

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

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

         The following non-cash investing and financing transactions occurred
         during the year ended March 31, 2002:

         a) The Company issued 900,000 shares of common stock at an agreed value
            of $62,500 for consulting services of which 250,000 shares at an
            agreed value of $25,000 were returned to treasury subsequent to year
            end.

         b) The Company issued three convertible promissory notes at and agreed
            value of $50,000 each for a total of $150,000 to related parties.
            The intrinsic value of the beneficial conversion feature of $37,500
            was charged to interest expense for the year.

         c) The Company issued 530,000 shares of common stock for $106,000 which
            were share subscriptions received at March 31, 2001.

         The following non-cash investing and financing transactions occurred
         during the year ended March 31, 2001:

         a) The Company issued 75,000 shares of common stock at an agreed value
            of $37,500 for consulting services.
         b) The Company issued 4,000 common shares at a deemed value of $2,000
            for finders fees.
         c) The Company issued 312,000 shares of common stock at a deemed value
            of $78,000 for consulting services.

11.      SUBSEQUENT EVENT

         Subsequent to March 31, 2003, 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.



                                       19