<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

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

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

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

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

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

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

         Securities registered under Section 12(b) of the Exchange Act:

 Title of Each Class                  Name of Each Exchange on Which Registered
--------------------------------------------------------------------------------
                                      None
--------------------------------------------------------------------------------

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

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

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

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

         State Issuer's revenues for its most recent fiscal year:  $736,364.

         The aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of June 29, 2004, was $811,030
(Non-affiliates have been determined on the basis of holdings set forth in the
information under Item 11 of this Annual Report on Form 10-KSB.)

         The number of shares outstanding of each of the Issuer's classes of
common equity, as of June 9, 2004, was 14,438,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>


This Form 10-KSB/A is being filed to amend the ViaVid Broadcasting, Inc. (the
"Company") Annual Report on Form 10-KSB for the fiscal year ended March 31, 2004
in order to reflect the restatement of the Company's Consolidated Financial
Statements and amendments to related disclosures as of March 31, 2004 and for
the fiscal year ended March 31, 2004 and 2003. The restatement arose from
management's determination that the Company erred in its accounting for
stock-based compensation expenses. See the more complete discussion set forth in
Note 3 to the Notes to the Consolidated Financial Statements in this Annual
Report on Form 10-KSB/A for the fiscal year ended March 31, 2004.

Generally, no attempt has been made in this Form 10-KSB/A to modify or update
other disclosures presented in the original report on Form 10-KSB except as
required to reflect the effects of the restatement. This Form 10-KSB/A does not
reflect events occurring after the filing of the original Form 10-KSB or modify
or update those disclosures. Information not affected by the restatement is
unchanged and reflects the disclosure made at the time of the original filing of
the Form 10-KSB with the Securities and Exchange Commission on July 9, 2004. The
following items have been amended as a result of the restatement:


                                  FORM 10KSB/A
                                 MARCH 31, 2004

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

ITEM                                                                PAGE NO.

                                     PART I

Item 6.  Management's Discussion and Analysis of Financial           3 - 18
  Condition and Results of Operations


                                     PART IV

Item 7.  Financial Statements                                        F-1 - F-16

Item 8A. Controls and Procedures                                     18 - 19

Item 13.  Exhibits and Reports on Form 8-K                           19 - 26






                                       2
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       ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:

STATEMENT OF OPERATIONS

YEAR ENDED MARCH 31, 2004

EXPENSES. Our operating expenses were $899,684 for the year ended March 31,
2004, compared to operating expenses of $912,088 for the year ended March 31,
2003.

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

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

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

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

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

NET LOSS. Our net loss was $(163,167) or $(0.01) per share for the year ended
March 31, 2004. Fully diluted loss per share was the same. Our net loss was
$(343,470) or $(0.03) per share for the year ended March 31, 2003. Our reduced
net loss reflects our improved revenues and steps we have taken to reduce our
expenses


YEAR ENDED MARCH 31, 2003

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

                                       3
<PAGE>

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

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



LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

         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.

                                       4
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       5
<PAGE>

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

                                       6
<PAGE>

                                  RISK FACTORS


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


                        RISKS APPLICABLE TO OUR BUSINESS

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

         We have had an extremely limited operating history. Our business was
established in January 1999 and we began operations on the Internet in February
1999. Our total revenues since inception through March 31, 2004 are $1,668,025.
Our total losses since inception through March 31, 2004 are $3,366,508. An
investor must consider the risks, expenses and difficulties frequently
encountered by companies such as ours with a limited history of operations and
revenues. Our business plan has evolved over time and therefore, we experience
additional risks resulting from the changes we make in our business plan. As
changes in the industry further develop, we may need to make further changes to
our business plan. We cannot assure you that we will be successful in addressing
the risks we confront. We cannot assure you that our revenue will grow
sufficiently to assure our future success. We must increase our revenues in
order to continue our operations. New companies, such as ours, experience
expenses, difficulties and unforeseen problems that create a higher risk of
business failure. If we are not successful in overcoming these expenses and
difficulties, our business may fail.

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

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


                                       7
<PAGE>

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

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

POSSIBLE INABILITY TO IMPLEMENT OUR BUSINESS STRATEGY

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

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

         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.

                                       8
<PAGE>

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

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

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

POSSIBLE INABILITY TO GENERATE REVENUES AND PROFITABLE OPERATIONS

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

ANTICIPATED LOSSES IN FUTURE PERIODS

         During the year ended March 31, 2004, we incurred a loss of $(163,167)
on revenues of $736,364. We expect that our operating expenses will increase as
we implement our business and marketing strategy due to the following factors:

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



                                       9
<PAGE>


DEPENDENCE ON WEBCASTING, TELECONFERENCING AND TRANSCRIPTION REVENUE

We currently expect that webcasting, teleconferencing, transcription and I.R.
Page Web Management will continue to be the principal source of our revenue in
the foreseeable future.

Our ability to generate webcasting, teleconferencing, I.R. Web Page Management
and transcription revenue will depend on several factors, including:

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

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

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

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

         o     overall usage levels of our services,

         o     the amount and timing of our capital expenditures,

         o     costs relating to the expansion of our operations,

         o     price competition or pricing changes in Webcasting,
               teleconferencing, I.R. Pages and transcription, and

         o     costs relating to technical difficulties or system downtime.

         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.

                                       10
<PAGE>

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

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

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

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

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

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

         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

                                       11
<PAGE>

prospects, business development, and results of operations and financial
condition. Competition for senior management, experienced sales and marketing
personnel, qualified Web engineers and other employees is and is expected to
continue to be intense. There can be no assurance that we will be successful in
attracting and retaining such personnel. There can be no assurance that we may
not experience difficulty from time to time in hiring and retaining the
personnel necessary to support the growth of our business. Our failure to
successfully manage our personnel requirements would have a material adverse
effect on our business, results of operations and financial condition.

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

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

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


                                       12
<PAGE>

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

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

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

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

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

                                       13
<PAGE>

RAPID TECHNOLOGICAL CHANGE

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

NEW SERVICE RISKS

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

RISKS ASSOCIATED WITH BRAND DEVELOPMENT

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

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.

                                       14
<PAGE>

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

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

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

                                       15
<PAGE>

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

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

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

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

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

                                       16
<PAGE>

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

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

CONTROL BY PRINCIPAL STOCKHOLDERS AND POTENTIAL CONFLICTS OF INTEREST

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


               RISKS APPLICABLE TO THE MARKET FOR OUR COMMON STOCK


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

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

                                       17
<PAGE>

         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 8A - CONTROLS AND PROCEDURES

      As of March 31, 2004, the Company's management, including Brian Kathler,
the Company's President and chief financial officer, evaluated the effectiveness
of the Company's disclosure controls and procedures and concluded that, as of
March 31, 2004, the Company's disclosure controls and procedures were effective.

      Disclosure controls and procedures are the Company's controls and other
procedures that are designed to ensure that information required to be disclosed
by it in the reports that it files or submits under the Securities Exchange Act
of 1934, as amended, 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
the Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company's management, including Mr. Kathler,
as appropriate to allow timely decisions regarding required disclosure.

                                       18
<PAGE>

      On March 7, 2005, the Company filed a Current Report on Form 8-K wherein
it reported that it would restate its previously reported financial results for
the fiscal year ended March 31, 2004 and for each of the fiscal quarters ended
September 30, 2003 and December 31, 2003. The restatement is to correct the way
the Company accounted for the issuance during the fiscal year ended March 31,
2004 of options granted to three consultants and an employee to purchase an
aggregate of 200,000 shares of common stock exercisable at prices ranging from
$0.10 to $0.25 per share so as to conform the accounting relating to the grant
of those options with Statement of Financial Accounting Standards No. 123. The
restatement is the result of a normal periodic review of the financial reports
of the Company by the staff of the Securities and Exchange Commission. The
Company has reflected such correction in its restated consolidated financial
statements as of and for the fiscal year ended March 31, 2004 and presented in
this amended Annual Report on Form 10-KSB/A. Please refer to Note 3 to the
accompanying consolidated financial statements for additional information.

      As a result of the restatement of its consolidated financial statements,
the Company determined that there was a significant deficiency in its internal
control over financial reporting as of March 31, 2004 related to the way the
Company accounted for the issuance during the fiscal year ended March 31, 2004
of options granted to the three consultants and an employee. The Company
determined that such significant deficiency did not rise to the level of a
material weakness in its internal control over financial reporting. Because the
Company has corrected its presentation of its financial results, the Company
believes that it corrected this significant deficiency.




                                     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.*


                                       19
<PAGE>

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

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

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

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

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

            14                     Code of Ethics**

            21.0                  Subsidiaries of Registrant:

<TABLE>
<CAPTION>
                                   Name                         State or Jurisdiction of Incorporation
                                   ----                         --------------------------------------
<S>                                                            <C>
                                   ViaVid Broadcasting Corp.    British Columbia
</TABLE>

            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

(b) Reports on Form 8-K

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



                                       20
<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.

<TABLE>
<CAPTION>
SIGNATURE                                   TITLE                          DATE
---------                                   -----                          ----


<S>                                <C>                                 <C>
 /s/ Brian Kathler                 President (Principal                May 10, 2005
----------------------------
Brian Kathler                      Executive Officer and Principal
                                   Financial and Accounting Officer
                                   and Director)


 /s/ Paul Watkins                   Director                           May 10, 2005
-------------------
Paul Watkins


 /s/ Robert Gamon                   Director                           May 10, 2005
------------------
Robert Gamon



/s/ Howard Bouch                    Director                           May 10, 2005
------------------
Howard Bouch
</TABLE>



                                       21
<PAGE>











                            VIAVID BROADCASTING INC.


                        CONSOLIDATED FINANCIAL STATEMENTS
                      (EXPRESSED IN UNITED STATES DOLLARS)


                             MARCH 31, 2004 AND 2003

















                                       F-1




<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors of
ViaVid Broadcasting Inc.

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

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

In our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ViaVid Broadcasting
Inc., as of March 31, 2004 and 2003, and the results of its operations and its
cash flows for each of the years then ended in conformity with US generally
accepted accounting principles.

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

As described in Note 3, these consolidated financial statements have been
restated.


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

                                            CERTIFIED PUBLIC ACCOUNTANTS


Bellingham, Washington
June 2, 2004 except as to Note 3, which is as of April 6, 2005.




                                      F-2
<PAGE>

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

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

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

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

     Total current assets                                                                           244,595          116,279

 PROPERTY AND EQUIPMENT                                                                              69,815           85,289
                                                                                            --------------------------------
 TOTAL ASSETS                                                                               $       314,410  $       201,568
 ===========================================================================================================================
 LIABILITIES AND STOCKHOLDERS' DEFICIENCY

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

     Total current liabilities                                                                      599,147          315,899

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

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

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

     Additional paid-in capital                                                                   3,030,701        2,940,718
     Subscriptions received in advance                                                               79,500               -
     Deficit                                                                                     (3,366,508)      (3,203,341)
     Accumulated other comprehensive loss                                                           (41,953)         (14,131)
                                                                                            --------------------------------

     Total stockholders' deficiency                                                                (284,737)        (264,331)
                                                                                            --------------------------------
 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                             $       314,410  $       201,568
 ===========================================================================================================================
</TABLE>

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



                                      F-3
<PAGE>

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

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

                                                                                               Year Ended        Year Ended
                                                                                                March 31,    March 31, 2003
                                                                                                     2004
----------------------------------------------------------------------------------------------------------------------------

<S>                                                                                       <C>              <C>
REVENUE
    Broadcast and web income                                                              $       736,364  $      568,517
                                                                                          ---------------  --------------


EXPENSES
    Amortization                                                                                   25,199          35,958
    Bad debts                                                                                       1,680           3,228
    Conference calls                                                                              315,057         294,925
    Consulting                                                                                    298,335         247,027
    Interest                                                                                        5,094           4,533
    Loss on sale of property and equipment                                                             -            3,994
    Office and miscellaneous                                                                      145,678          98,076
    Professional fees                                                                              18,678          49,132
    Rent                                                                                            8,869          30,710
    Salaries and benefits                                                                          54,647          54,270
    Stock based compensation                                                                       18,583          87,767
    Travel and promotion                                                                            7,864           2,468
                                                                                          ---------------  --------------

                                                                                                  899,684         912,088
                                                                                          ---------------  --------------

LOSS BEFORE OTHER ITEM                                                                           (163,320)       (343,571)

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

LOSS FOR THE YEAR                                                                         $      (163,167) $     (343,470)
============================================================================================================================

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

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


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

                                       F-4


<PAGE>



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

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

                                  Common Stock
                             ------------------------
                                                                                                       Accumulated
                                                     Additional    Subscriptions                             Other
                                Number                  Paid-in         Received                     Comprehensive
                             Of Shares     Amount       Capital       In Advance        Deficit               Loss        Total

<S>                         <C>         <C>          <C>           <C>              <C>            <C>                 <C>
BALANCE AT
MARCH 31, 2002              12,023,000  $   12,023   $ 2,829,351   $          -     $  (2,859,871) $          -        $    (18,497)
Components of
  comprehensive
  (loss)
  Net (loss)                    -               -             -               -          (343,470)            -            (343,470)
  Foreign currency
    translation                 -               -             -               -                -         (14,131)           (14,131)
                                                                                                                       ------------
Total
  comprehensive
  (loss)                                                                                                                   (357,601)
                                                                                                                       ------------
Shares issued for
  - consulting  fees           200,000         200        13,800              -                -              -              14,000
  - cash                       200,000         200         9,800              -                -              -              10,000
   Stock-based
     compensation                -              -         87,767              -                -              -              87,767
                              ------------------------------------------------------------------------------------------------------

BALANCE AT
MARCH 31, 2003              12,423,000      12,423     2,940,718              -        (3,203,341)       (14,131)          (264,331)
Components of
  comprehensive
  (loss)
  Net (loss)                    -               -             -               -          (163,167)            -            (163,167)
  Foreign currency
    translation                 -               -             -               -                -         (27,822)           (27,822)
                                                                                                                       ------------
Total
  comprehensive
  (loss)                                                                                                                   (190,989)
Shares issued for
  - consulting  fees           600,000         600        21,900              -                -              -              22,500
  - cash                       500,000         500        49,500              -                -              -              50,000
  Subscriptions
    received in
    advance                      -              -             -           79,500               -          -                  79,500
Stock-based
  compensation                   -              -         18,583              -                -            -                 18,583
                              ------------------------------------------------------------------------------------------------------

BALANCE AT
MARCH 31, 2004              13,523,000  $   13,523    $3,030,701   $      79,500    $  (3,366,508) $     (41,953)     $    (284,737)
                          ==========================================================================================================
</TABLE>


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


                                      F-5
<PAGE>

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

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

                                                                                      Year Ended          Year Ended
                                                                                       March 31,           March 31,
                                                                                            2004                2003
---------------------------------------------------------------------------------------------------------------------

<S>                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the year                                                         $      (163,167)    $      (343,470)
    Items not affecting cash:
       Amortization                                                                    25,199              35,958
       Foreign currency translation                                                   (27,822)            (14,131)
       Stock-based compensation                                                        18,583              87,767
       Consulting fees                                                                 22,500              14,000
       Loss on sale of property and equipment                                              -                3,994

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

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

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

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

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

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


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

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

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

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 11)

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


                                      F-6
<PAGE>

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

1.       NATURE OF OPERATIONS

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

2.       GOING CONCERN

         As at March 31, 2004, the Company has an accumulated deficit of
         $3,366,508 and a working capital deficiency of $354,552. The Company's
         ability to continue as a going concern is dependent on continued
         financial support in the form of loans from its shareholders and other
         related parties, the ability of the Company to raise equity financing,
         and the attainment of profitable operations. Based upon recent changes
         made by management to reduce expenses, management is of the opinion
         that cash flow from operations will provide sufficient working capital
         to meet the Company's liabilities as they become due. The Company may,
         as and when opportunities arise, seek to raise additional equity from
         the sale of shares of common stock.

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

3.       CORRECTION OF AN ERROR

         Subsequent to the year ended, the Company noted an error and
         accordingly, the management of the Company corrected the error to
         expensing stock-based compensation expenses as incurred. The effect of
         the correction of the error on the consolidated financial statements of
         the current year is that $18,583 of stock-based compensation expenses
         were recognized. The overall effect of the restatement is as follows:

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

              Prior to correction of an error                                           2004
              --------------------------------------------------------------------------------------

<S>                                                                            <C>
              Opening deficit                                                  $    3,203,341
              Net loss for the year                                                   144,584
              --------------------------------------------------------------------------------------
              Closing deficit                                                       3,347,925
              --------------------------------------------------------------------------------------

              Restated, due to correction of an error
              --------------------------------------------------------------------------------------

              Opening deficit                                                       3,203,341
              Net loss for the year                                                   163,167
              Closing deficit                                                       3,366,508
              --------------------------------------------------------------------------------------

              Change in closing deficit                                                18,583
              --------------------------------------------------------------------------------------
</TABLE>


                                      F-7
<PAGE>

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


3.       CORRECTION OF AN ERROR (CONT'D)

    The overall effects of the restatement relating to the Additional
    Paid-in-Capital as at March 31, 2004 are as follows:

<TABLE>
<CAPTION>
              ---------------------------------------------------------------------------------------
              Prior to change in an error                                              2004

<S>                                                                             <C>
              Opening Additional Paid-in-Capital                                $  2,940,718
              Shares issued for:
                  Consulting fees                                                     21,900
                  Cash                                                                49,500

              ---------------------------------------------------------------------------------------
              Closing Additional Paid-in-Capital
                                                                                   3,012,118
              ---------------------------------------------------------------------------------------

              Restated, due to correction of an error                                  2004
              ---------------------------------------------------------------------------------------

              Opening Additional Paid-in-Capital                              $    2,940,718
              Shares issued for:
                  Consulting fees                                                     21,900
                  Cash                                                                49,500

              Stock-based compensation                                                18,583

              Closing Additional Paid-in-Capital                                   3,030,701

              Change in closing Additional Paid-in-Capital                            18,583
</TABLE>

4.       SIGNIFICANT ACCOUNTING POLICIES

         ESTIMATES

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

         PRINCIPLES OF CONSOLIDATION

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


                                      F-8
<PAGE>

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

4.       SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

         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.

         Trading securities and available-for-sale securities

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

         PROPERTY AND EQUIPMENT

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

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

         LOSS PER SHARE

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

         TRAVEL AND PROMOTION EXPENSES

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

         INCOME TAXES

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


                                      F-9
<PAGE>

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

         INCOME TAXES (cont'd...)

         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.

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

         STOCK-BASED COMPENSATION

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

         FINANCIAL INSTRUMENTS

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

         REVENUE RECOGNITION

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

         FOREIGN CURRENCY TRANSLATION

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


                                      F-10
<PAGE>

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

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

         FOREIGN CURRENCY TRANSLATION (cont'd...)

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

         OPERATING SEGMENTS

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

         RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

         COMPARATIVE FIGURES

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


                                      F-11
<PAGE>

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

5.   PROPERTY AND EQUIPMENT

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

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

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

                                                                  $      244,261  $      174,446    $       69,815
                                                                  =============== ================= ===============

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

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

6.       RELATED PARTY TRANSACTIONS

         The Company entered into the following transactions with related
parties:

         Paid or accrued consulting fees as follows:

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

         b)    During the year, the Company received a loan in the amount of
               $18,539 from a director. The Company issued a Promissory Note to
               the Director. Interest shall accrue and be payable on the
               outstanding principal at the rate of 6% per annum, payable
               monthly. The term of the Promissory Note is one year, expiring on
               June 11, 2004. The loan is not secured and is included in due to
               related parties. During the current year, the Company has paid to
               the Director, principal and interest in the amount of $13,348 and
               $582.87 respectively.

         c)    During the 2002 fiscal year, the Company issued three 3%
               convertible promissory notes of $50,000 each for a total debt of
               $150,000 to related parties (Note 7). During the current year,
               the Company has accrued interest payable in the amount of $4,500
               (2003 - $4,500).

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


                                      F-12
<PAGE>

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

6. RELATED PARTY TRANSACTIONS (Cont'd...)

         Amounts due to related parties are unsecured and are non-interest
         bearing except for the convertible promissory notes and the $18,539
         promissory note; therefore the fair value of the amounts owed to the
         related parties are not determinable.

7.       CONVERTIBLE PROMISSORY NOTES

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

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

<S>                                                                                <C>              <C>
        On March 11, 2002, the Company issued three convertible promissory notes
        maturing on December 31, 2004, to related parties at $50,000 each
        bearing interest at 3% per annum, payable quarterly. Interest is payable
        at the option of the holder, in either cash or shares of common stock,
        based upon the amount of interest owing and the fair market value of the
        shares on the interest payment date. The outstanding principal on the
        promissory notes is convertible at any time into common stock of the
        Company at the lesser of $0.50 per share and 80% of the fair market
        value of the common shares, but not less than $0.05 per share. The
        intrinsic value of the beneficial conversion feature of $37,500 was
        charged to interest expense in the 2002 fiscal year.
                                                                                  $       150,000  $       150,000

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

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

8.       CAPITAL STOCK

         WARRANTS

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

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

<S>                                                                                    <C>               <C>
        Balance, beginning of the year                                                 1,112,000         1,112,000

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

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


                                      F-13
<PAGE>

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

9.       INCOME TAXES

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

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

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

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

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

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


10.      STOCK-BASED COMPENSATION EXPENSE

         Following is a summary of the stock option activities:

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

                                                                  March 31, 2004               March 31, 2003
                                                                  --------------               --------------
                                                                                     Weighted                    Weighted
                                                                                      Average                     Average
                                                                          Number     Exercise         Number     Exercise
                                                                       of Shares        Price      of Shares        Price
               -----------------------------------------------------------------------------------------------------------

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

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



                                      F-14
<PAGE>

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


10. STOCK-BASED COMPENSATION EXPENSE (Cont'd)

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

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

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

                                                                                                  Remaining
         Exercise                                         Number of                             Contractual
         Price                                               Shares                            Life (Years)
------------------------------------------------------------------------------------------------------------

<S>                                                         <C>                                    <C>
      $   0.20                                              150,000                                0.01
          0.30                                               15,000                                0.25
          0.30                                              100,000                                0.60
          0.20                                               50,000                                1.44
          0.10                                               50,000                                2.33
          0.10                                               25,000                                2.52
          0.20                                               25,000                                2.96
          0.25                                              100,000                                2.96
          3.50                                               25,000                                5.92
                                                   ----------------

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

         COMPENSATION

         During the year ended March 31, 2004, the Company granted 175,000 stock
         options to consultants and 25,000 stock options to an employee and
         accordingly, the stock-based compensation recognized using the Black
         Scholes Option Pricing Model was $18,583. The fair value of each option
         granted is estimated using the Black Scholes Option Pricing Model. The
         assumptions used in calculating fair value were as follows:

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

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

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



                                      F-15
<PAGE>

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


11.      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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

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

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

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

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

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

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

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

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

12.      SUBSEQUENT EVENTS

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

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




                                      F-16