<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2

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
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(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

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

STATEMENT OF OPERATIONS

YEAR ENDED MARCH 31, 2004

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

EXPENSES. Our operating expenses were $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.

                                       3
<PAGE>

YEAR ENDED MARCH 31, 2003

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

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

                                       4
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         o  Subject to the availability of additional capital, purchase
            additional equipment to expand our teleconferencing service and
            Webcasting capabilities.

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

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

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

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

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

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

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

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

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

                                       5
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CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1996

      With the exception of historical matters, the matters discussed in this
Report are "forward-looking statements" as defined under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, that
involve risks and uncertainties. Forward-looking statements made herein include,
but are not limited to, the statements in this Report regarding our plans and
objectives for our future operations, including plans or objectives relating to
our intentions to provide webcasting and teleconferencing services, streaming
media technology and Web-based tools to create, develop and offer financial news
and information, and other content through the Internet and other dissemination
services and products or services, our plans and objectives regarding revenues
and expenses in future periods, our needs for capital expenditures, research and
development, our ability to maintain our competitive position, our plans and
objectives and needs to raise additional capital, the terms on which such
capital can be raised, the period over which any capital available currently to
us or raised in the future will be sufficient to meet our current or future
levels of operating and other expenses, and our plans regarding the uses of that
capital, as well as any other prospective financial information concerning us.
Forward-looking statements made in this Report include the assumptions made by
management and management's expectations as to the future growth and business
direction of the publication of corporate financial information over the
Internet, e-commerce through the facilities of the Internet and the role of
video and audio production, Internet news broadcasting and websites in the
distribution of financial and securities market sensitive information. They also
include our beliefs as to our ability to compete successfully and maintain our
technological position relative to other providers of streaming media and
Web-based communication services. They also include our beliefs as to the
willingness of public reporting issuers of securities to use our services for
Webcasting and teleconferencing and to broadcast corporate news and information
on the Internet and for us to derive material revenues from providing this
service. We cannot assure you that our assumptions and expectations in this
regard or our views as to the commercial viability of our business plans
discussed herein will prove to be accurate. Likewise, we cannot assure you that
we will be successful in growing our user and customer base as we plan,
attracting companies to use our Internet-based communication services for the
dissemination of their news information, realizing material amounts of
Webcasting or other revenues, achieving any commercial advantage relative to
other financial news dissemination media companies or raising the additional
capital required to support our operations or the terms and conditions on which
such capital can be raised. Our ability to realize revenues and raise additional
capital from the business plans discussed herein cannot be assured. If our
assumptions are incorrect or our webcasting or other growth plans or plans to
realize revenues or raise additional capital fail to materialize, we may be
unsuccessful in developing as a viable business enterprise. Under such
circumstance your entire investment will be in jeopardy and may be lost. Our
business plan has evolved over time, and we expect that our plans will evolve
further in the future. Our inability to meet our goals and objectives or the
consequences to us from adverse developments in general economic or capital
market conditions and our inability to raise additional capital could have a
material adverse effect on us. We caution you that various risk factors
accompany those forward looking statements and are described, among other
places, under the caption "Risk Factors" herein, beginning on page 22 They are
also described in our Annual Reports on Form 10KSB, Quarterly Reports on Form
10-QSB, and our Current Reports on Form 8-K. These risk factors could cause our
operating results, financial condition and ability to fulfill our plans to
differ materially from those expressed in any forward-looking statements made in
this Report and could adversely affect our financial condition and our ability
to pursue our business strategy and plans.

                                       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.

                                       8
<PAGE>

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

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

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

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

POSSIBLE INABILITY TO GENERATE REVENUES AND PROFITABLE OPERATIONS

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

ANTICIPATED LOSSES IN FUTURE PERIODS

      During the year ended March 31, 2004, we incurred a loss of $(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.

                                       10
<PAGE>

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

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

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

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

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

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

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

      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.

                                       11
<PAGE>

BRIEF TENURE OF MANAGEMENT; DEPENDENCE ON KEY PERSONNEL

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

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

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

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

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<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.

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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

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<PAGE>

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

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

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

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

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.

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<PAGE>

               RISKS APPLICABLE TO THE MARKET FOR OUR COMMON STOCK

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

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

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

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

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                                   SIGNATURES


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


                                                VIAVID BROADCASTING, INC.

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


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

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

/s/Brian Kathler           President (Principal               May 30, 2005
-----------------          Executive Officer and Principal
Brian Kathler              Financial and Accounting Officer
                           and Director)


/s/ Paul Watkins           Director                           May 30, 2005
-------------------
Paul Watkins


/s/ Robert Gamon           Director                           May 30, 2005
------------------
Robert Gamon


/s/ Howard Bouch           Director                           May 30, 2005
------------------
Howard Bouch

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