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

Mark One:
         |X| Annual Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934. For the fiscal year ended March 31, 2002; or

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

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

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

    SUITE 340 - 145 CHADWICK COURT, NORTH VANCOUVER, BRITISH COLUMBIA V7M 3K1
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               (Address of Principal Executive Offices) (Zip Code)

                                  604-988-7667
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                (Issuer's Telephone Number, Including Area Code)

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

Title of Each Class                 Name of Each Exchange on Which Registered
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                                      None
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      Securities Registered Pursuant to Section 12(g) of the Exchange Act:
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                     Common Stock, par value $.001 per share

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                              (Title of Each Class)

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

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

         State Issuer's revenues for its most recent fiscal year: $275,280.

         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 12, 2002, was $353,340.
(Non-affiliates have been determined on the basis of holdings set forth in the
information incorporated by reference 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 12, 2002, was 12,023,000.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     None

<PAGE>

                                     PART I
                                     ------

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

OVERVIEW

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

         We believe that as a result of recent changes in practices relating to
the dissemination of corporate financial information, the demand for Webcasting
and teleconferencing services is on the rise. In marketing our services, we are
currently targeting public companies affected by a recent U.S. Securities and
Exchange Commission ruling, Regulation F-D, that reinforces the requirement that
all public reporting companies make earnings and analyst conference calls,
corporate media announcements and other information available simultaneously to
all investors, not just industry insiders. Our services meet the communication
needs of these corporate clients and we have seen a marked increase in interest
in our services. Regulation F-D singled out Webcasting and the Internet as
compliance solutions for those public companies affected by the new regulation.

         Since our inception in 1999, when we commenced offering live-event
coverage, participant interviews, online meetings and presentations, and
teleconferencing services, we have developed a state-of-the-art digital facility
capable of supporting of our Webcasting and teleconferencing business model. So
as to ensure our competitiveness within the marketplace, we believe it necessary
to continue to modify and enhance this digital streaming technology facility. In
addition, we are continually seeking to make changes to update our proprietary
systems to keep our technology current.


                                      -2-
<PAGE>

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

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

         We are in the early stages of our business development, have had
limited revenues and have incurred losses since our inception. Our growth in
revenues is substantially dependent upon our ability to remain abreast with the
application and use of the latest technological developments in offering our
Webcasting and teleconferencing services. In order to do so we expect to require
substantial amounts of additional capital. We may be unable to raise such
capital or such capital may only be available to us on disadvantageous terms.
Under such circumstances, an investment in our company may be placed in jeopardy
and result in the loss of or substantial dilution to your investment.

         At March 31, 2002, Webcasting, teleconferencing and transcription
services provided substantially all of our revenues. We have recently added I.R.
Web Page Management Suite to our list of services. At March 31, 2002, we had not
received any revenues for this service.


OUR SERVICES


         By integrating the Internet with traditional telephony technology, we
are able to provide presentation, conferencing and web management services for
our customers. These services empower our customers with real-time, interactive
communication tools that allow for an effective and efficient means of
communication. With our services, companies can broadcast conference calls that
allow for the rapid dissemination of important information. In addition, a
company can create a presenter-controlled linear presentation for such purposes
as the unveiling of a new business model. Or a company can choose to develop a
viewer-controlled non-linear presentation where the viewer chooses information
they want to read. A company can also choose to develop a dynamic, interactive
Internet broadcast where viewers can actively


                                      -3-
<PAGE>

participate in the online experience. For example, a company may choose to
broadcast a question and answer session with the CEO where the audience can pose
their questions via phone or via the Internet.

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

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

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

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

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

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

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

         Other service enhancements that we provide include ViaContent and
ViaTracker. ViaContent is designed to manage live audio / video streams and
ViaVision events, such as online presentations. ViaContent allows clients to
maintain a single Web link to an event, both for the initial live transmission
and for the later on-demand playback transmission. ViaTracker is a proprietary
statistical data tracking solution that enables customers to track event
participants


                                      -4-
<PAGE>

and obtain viewer contact information. This data enables customers to analyze
participant data and as a result, better target future events. In addition to
the statistical features of ViaTracker, customers can also use the solution to
enter online booking information and manage questions and answers during a live
event.

            We have recently added our I.R. Web Page Management Suite to our
   list of services. This service has been specifically designed to help public
   companies meet the ever increasing demands of Regulation FD. The IR Page
   product is designed to integrate with a company's existing web site,
   maintaining the look and feel of the corporate site, while providing a
   powerful suite of tools for disclosure and investor communications. Our suite
   of tools include:

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

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

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


         Our services offer customers the following benefits:

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

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

      o  Live and Recorded Webcasting. Our live and recorded Webcasting lets
         meeting moderators stream their phone conference and synchronized slide
         presentations over the Internet. Webcasts can be executed live for
         press conferences or announcements, or can be recorded and made
         available to an unlimited number of participants. Thousands of
         individuals can listen to the conference and view online presentations
         using a standard


                                      -5-
<PAGE>

         media player and an Internet connection of 28.8 kbps or greater.
         Businesses can record training presentations to view over time or may
         make presentations of new products, services or policies to a global
         workforce available for viewing online at the audience's convenience.

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

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

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

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

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

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

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

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


                                      -6-
<PAGE>


         Our Webcasting service currently includes the following options:

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

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

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

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

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

OUR REVENUES

         We charge our teleconferencing customers a per-minute fee based on each
phone participant's actual participation time in the conference. For the year
ended March 31, 2002, approximately 56% of our revenues were derived from this
source.

         A customer using our Webcasting services is charged a flat fee for the
addition of an audio/video Webcast, in addition to the per participant per
minute fee for teleconferencing services. For the year ended March 31, 2002,
approximately 24% of our revenues were derived from this source.

          A customer is charged a flat fee for the use of the ViaVision service
for a Web conference or a recorded Webcast. The ViaVision service adds to an
audio/video Webcast the ability of the presenter and his audience to interact
through the telephone or a Web browser. For the year ended March 31, 2002,
approximately 2% of our revenues were derived from this source.

         Also, a customer is charged a flat fee for our transcription services.
For the year ended March 31, 2002, approximately 18% of our revenues were
derived from this source.


                                      -7-
<PAGE>

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

OUR STRATEGY

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

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

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

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

      o  Continue to develop proprietary software and hardware enhancements that
         integrate traditional telephony solutions with the most current
         Internet technologies. As new technologies emerge, our goal is to
         integrate these technologies into our services and, where necessary, to
         create the tools necessary to enable these technologies to be
         integrated into our services. As a result, we expect to continue to
         invest significant resources on research and development activities so
         as to best facilitate the integration of new technologies applicable to
         the services we provide into our existing services. As the Internet and
         telecommunications continue to evolve, so must our services continue to
         grow and evolve in order to be able to continue to meet the needs of
         our customers. In


                                      -8-
<PAGE>

         the event we are unable to grow and evolve our services, our ability to
         compete with others and earn revenues will be adversely affected.

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

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

         In order to accomplish the forgoing objectives, we will require
substantial amounts of additional capital that is not currently available to us.
Management estimates that it will require $250,000 of additional capital to be
applied to meeting these objectives through March 31, 2003. Our ability to raise
additional capital will depend, among other things, upon our ability to grow our
revenues, our ability to remain current with technological and other
developments within the teleconferencing and Webcasting industry, and our
ability to attract the personnel and other technical and intellectual property
resources needed to accomplish these objectives. There can be no assurance that
we will be able to accomplish these objectives, in which event our growth,
financial condition and future success will be in jeopardy.


CUSTOMERS

         Since the inception of our offering Webcasting services for corporate
clients in early January 2001 through June, 2002, we have serviced more than 400
Webcasts for more than 200 corporate clients, the majority of which have their
securities traded on the New York Stock Exchange or the NASDAQ Stock Market.

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

      o  product introductions and demonstrations

      o  marketing, sales, and training programs


                                      -9-

<PAGE>

      o  video presentations

      o  broadcast commercials, informational and public service announcements


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


STRATEGIC PARTNERS

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


TECHNOLOGY AND RESEARCH AND DEVELOPMENT


         Since our inception in 1999, we have expended approximately $650,000
for research and development and the enhancement of our telephony and Webcasting
capabilities. Our approach is to enhance existing services and develop future
solutions that integrate traditional telephony with Internet communication
technologies available from third parties that allows us to effectively improve
upon our existing infrastructure, technologies, and proprietary systems to
accommodate and remain current with changes within the teleconferencing and
Webcasting industries.

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

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


                                      -10-
<PAGE>

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

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

         We are currently working on enhancements to all our proprietary systems
with a targeted Fall/Winter 2002 release. These enhancements are intended to
improve our product offerings by enabling live question and answer, survey and
online voting, and the ability to allow for multiple presenters.


SALES AND MARKETING


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

         Our sales force directly sells our services to targeted companies and
associated organizations. These include individual corporations and IR/PR firms
with an established and diverse client base. Revenue from our direct sales
initiative is primarily commission based.

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

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

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


                                      -11-
<PAGE>

participation in such public events as industry trade shows, conferences, and
speaking engagements.


CUSTOMER SERVICE

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


COMPETITION

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

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

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

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

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


                                      -12-
<PAGE>

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

      o  ease of use of services;

      o  quality and reliability of services;

      o  implementation of features that meet the needs of customers;

      o  ability to develop new technologies that seamlessly integrate into the
         infrastructure of a rapidly evolving industry;

      o  ability to develop and support secure formats for delivery of services;

      o  scalability of communication services;

      o  quality and timeliness of customer service;

      o  competitive pricing;

      o  strong brand recognition;

      o  ability to achieve broad distribution through direct and indirect sales
         initiatives; and

      o  ability to develop technologies that circumvent the challenges caused
         by bandwidth constraints and other limitations of the Internet
         infrastructure.

         In addition to newly established Webcasting and teleconferencing
providers, our primary source of competition stems from standalone providers of
traditional teleconferencing, such as AT&T, MCI WorldCom, Sprint, and other
telecommunications giants. These companies currently offer bundled
teleconferencing services to their customer base, which may include video and
data conferencing services and other Web streaming services. We also compete
with traditional operator-assisted conferencing providers, such as Conference
Plus, Genesys, Intercall, and Premier Conferencing.

         Competitors of our Webcasting services include: PR Newswire, Vcall and
CCBN.

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

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


                                      -13-
<PAGE>

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

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

EMPLOYEES

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

GENERAL

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

         Our principal executive offices are located at Suite 340 - 145 Chadwick
Court, North Vancouver, British Columbia V7M 3K1. Our telephone number is (604)
988-7667. Our Web site is located at http://www.viavid.com. Information
contained on our Web site does not constitute part of this Report.


                                      -14-
<PAGE>


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

         Our primary business activities are carried on at leased premises
located at Suite 340 - 145 Chadwick Court, North Vancouver, British Columbia V7M
3K1. These premises are comprised of approximately 2,000 square feet and are
rented on a month-to-month basis at a rate of $3,850 per month. We believe they
are adequate for our present activities.


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

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

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

         No matter was submitted during the fourth quarter of the fiscal year
ended March 31, 2002 to a vote of security holders.










                                      -15-
<PAGE>



                                     PART II
                                     -------

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


         Our Common Stock has been quoted on the OTC Bulletin Board since
January 4, 2000 under the symbol VVDB. The following table sets forth the high
and low bid quotations on the OTC Bulletin Board for our Common Stock for the
period January 4, 2000 through June 12, 2002. Prior to January 4, 2000 there was
no active market for our Common Stock.

<TABLE>
<CAPTION>
                                                                         BID
                                               ---------------------------------------------------------

             CALENDAR QUARTER                             HIGH                         LOW
          -----------------------------------------------------------------------------------------------
<S>                                                       <C>                           <C>
            2000: First Quarter                           $5-1/8                        $1-1/2

            2000: Second Quarter                           $3.63                         $0.75

            2000: Third Quarter                            $1.05                         $0.41

            2000: Fourth Quarter                           $1.88                         $0.28

            2001: First Quarter                            $0.63                         $0.16

            2001: Second Quarter                           $0.48                         $0.11

            2001: Third Quarter                            $0.42                         $0.10

            2001: Fourth Quarter                           $0.40                         $0.09

            2002: First Quarter                            $0.19                         $0.09

            2002: Second Quarter
           (through June 12)                               $0.14                         $0.05
</TABLE>

         The foregoing amounts, represent inter-dealer quotations without
adjustment for retail markups, markdowns or commissions and do not represent the
prices of actual transactions. On


                                      -16-
<PAGE>


June 12, 2002, the closing bid quotation for the Common Stock, as reported on
the OTC Bulletin Board, was $0.05.

         As of June 1, 2002, we had approximately 404 shareholders of record.

DIVIDEND POLICY


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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


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

         The following table provides information as of March 31, 2002 with
respect to compensation plans (including individual compensation arrangements),
under which securities are authorized for issuance aggregated as to (i)
compensation plans previously approved by stockholders, and (ii) compensation
plans not previously approved by stockholders:


EQUITY COMPENSATION PLAN INFORMATION

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

Equity compensation plans           1,117,000                 $0.30                     723,950
approved by security holders

Equity compensation plans             200,000                 $0.31                         -0-
not approved by security
holders


Total                               1,317,000                                           723,950
</TABLE>


                                      -17-
<PAGE>


RECENT ISSUANCES OF UNREGISTERED SECURITIES

         During the fiscal year ended March 31, 2002, we have issued the
following unregistered securities.

         1. In June, 2001, we issued 1,290,000 units, each unit consisting of
one share of common stock and one warrant to purchase an additional share of
common stock at $0.20 per share until February 28, 2004. Each unit was sold for
$0.20. The proceeds were $241,700 (net of a finder's fee paid $16,300).

         Also in June, 2001, we issued 500,000 units, each unit consisting of
one share of common stock and one warrant to purchase an additional share of
common stock at $0.05 per Unit until February 28, 2004. The proceeds were
$25,000.

         The foregoing units of securities were offered and sold pursuant to
Regulations D and S under the Act. Each purchaser represented his intention to
acquire the securities for investment only and not with a view to their
distribution. Legends were affixed to the stock certificates.

         2. In October, 2001, we issued 550,000 shares of common stock upon the
exercise of warrants at $0.20 per share. The proceeds were $110,000.

         Also in October, 2001, we issued 500,000 shares of common stock upon
the exercise of warrants at $0.05 per share. The proceeds were $25,000.

         In December, 2001, we issued 250,000 shares of common stock at $0.05
per share. The proceeds were $12,500.

         The foregoing securities were offered and sold pursuant to Regulations
D and S under the Act. Each purchaser represented his intention to acquire the
securities for investment only and not with a view to their distribution.
Legends were affixed to the stock certificates.


         3. In addition, during the year ended March 31, 2002, we issued an
aggregate 900,000 shares to four persons for consulting services rendered. Each
person represented his intention to acquire the securities for investment only
and not with a view to distribution. Legends were affixed to the stock
certificates. The securities were issued in reliance upon the


                                      -18-
<PAGE>

exemption from the registration requirements of the Act afforded by
Section 4(2). No underwriter was involved in the issuance of the securities.


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


PLAN OF OPERATION

         Goals and Objectives

         Our goal is to establish the Company as a leading teleconferencing and
Webcasting provider to corporations.

         Our objectives are to:

o   Generate teleconferencing revenues through the sales of corporate conference
    call services

o   Generate audio/video webcasting revenues through broadcasts of conference
    calls, corporate presentations, annual general meetings and other related
    meetings;

o   Build a revenue base to grow from; and identify new revenue streams as they
    emerge.

STATEMENT OF OPERATIONS

YEAR ENDED MARCH 31, 2001

SALES. Our revenues were $275,280 for the year ended March 31, 2002 compared to
revenues of $39,784 for the year ended March 31, 2001. Our revenues were
achieved primarily from webcasting, teleconferencing and transcription services.
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 $1,038,754 for the year ended March 31,
2002, compared to operating expenses of $1,065,056 for the year ended March 31,
2001.

         Consulting fees, salaries and benefits and stock-based compensation
totalled $563,201 for the year ended March 31, 2002, compared to $640,480 for
the year ended March 31, 2001. Consulting fees and salaries decreased by
$139,076 because the number of staff required for our new services has been
significantly reduced. Stock-based compensation increased slightly because of
the increase of stock options granted to consultants.


                                      -19-
<PAGE>

         Our amortization expenses decreased from $51,702 in the year ended
March 31, 2001 to $44,460 in the year ended March 31, 2002 because of the
reduction in assets required for our new services and the lower asset base.

         Internet fees decreased because of the lower rates now offered by
internet companies.

         Office and miscellaneous expenses decreased from $89,442 in 2001 to
$75,261 in 2002 because of the reduction of staff.

         Travel and promotion declined from $21,839 in 2001 to $2,887 in 2002
because of the shift in focus towards our new products and services which did
not require extensive travel.

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

NET LOSS. Our net loss was $764,696 or $(0.07) per share for the year ended
March 31, 2002. Fully diluted loss per share was the same. Our net loss was
$1,018,361 or $(0.14) per share for the year ended March 31, 2001. Our net loss
reflects the fact that we have not earned significant revenues to date.

YEAR ENDED MARCH 31, 2001

SALES. Our revenues were $39,784 for the year ended March 31, 2001 compared to
revenues of $44,644 for the year ended March 31, 2000. Our revenues were
achieved primarily from video production and Internet broadcast services
provided to our customers.


OPERATING EXPENSES. Our operating expenses were $1,065,056 for the year ended
March 31, 2001, compared to operating expenses of $1,055,294 for the year ended
March 31, 2000. The increase in operating expenses was due to the additional
equipment purchased to conduct our business.

NET LOSS. Our net loss was $1,018,361, or $(0.14) per share, for the year ended
March 31, 2001. Our net loss was $1,005,146 for the year ended March 31, 2000.


                                      -20-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         Our operations to date have been financed principally through sales of
our equity securities.

         We had cash of $10,616 as of March 31, 2002 compared to cash of $51,918
as of March 31, 2001.

         During the period April 1, 2001 through March 31, 2002, we realized net
proceeds of $448,200 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.

         Subject to the availability of sufficient funds, we currently intend to
pursue the following Plan of Operations during the twelve months ended March 31,
2003:

            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  Purchase additional equipment to expand our teleconferencing
               service and Webcasting capabilities.

         Subject to the availability of funds, we anticipate that we will spend
an aggregate of up to approximately $250,000 intended to be raised from external
sources over the twelve-month period ending March 31, 2003 in pursuing our Plan
of Operations for the purposes described above. Substantially all these funds
will need to be obtained from additional equity financings to be completed in
the future. In the event we are unable to obtain these funds from these sources,
our ability to pursue our business plan will be adversely affected.


                                      -21-
<PAGE>

         Our actual expenditures and business plan may differ from this stated
Plan of Operations.

         Although we have no present plans or proposals pending, strategic
alliances relating to teleconferencing or Webcasting may cause our Board of
Directors to modify our plans. In addition, we may modify our Plan of Operations
based on the available amounts of financing in the event that we cannot obtain
the required equity financings to pursue our Plan of Operations. We do not have
any arrangement in place for any debt or equity financing which would enable us
to meet our Plan of Operations.

         We are currently receiving revenues from our teleconferencing,
Webcasting and transcription services. We anticipate an increase in revenue from
these sources if we are successful in increasing our customer base.

         Notwithstanding the above Plan of Operations, we anticipate we will
experience continuing operating losses in the foreseeable future. We base this
expectation in part on the following:

      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.



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


                                      -22-
<PAGE>

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 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 and Internet news broadcasting. 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 revenues from providing this service. We cannot assure you
that our assumptions 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 23.
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.


                                      -23-
<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, 2002 are $363,144.
Our total losses since inception through March 31, 2002 are $2,859,871. An
investor must consider the risks, expenses and difficulties frequently
encountered by companies such as ours, in the early stages of their development.
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, 2002 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,
2002, we had current assets of $96,692 and current liabilities of $94,767. In
order to meet our Plan of Operations, we will need to raise additional capital.
Our budget for the year ending March 31, 2003 calls for us to raise an
additional $250,000 in capital during the year ending March 31, 2003. There can
be no assurance that any additional financing will be available to us on
favorable terms, or at all. If adequate funds are not available or not available
on acceptable terms, we may not be able to fund our business plans as we desire,
or, develop or enhance services or respond to competitive pressures. Any such
inability could have a material adverse effect on our business, results of
operations and financial condition. Additional funds raised through the issuance
of equity or convertible debt securities, will result in reducing the percentage
ownership of our stockholders and, our stockholders may experience


                                      -24-
<PAGE>


additional dilution. Such securities may have rights, preferences or privileges
senior to those of the rights of our Common Stock.

         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, our limited operating
history and the uncertainty as to the broad acceptance of the Web as a
communications medium. 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
unanticipated 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
and Webcasting 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.


                                      -25-
<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 and teleconferencing industry that will
      enhance our service offerings, technology, infrastructure, and
      distribution channels.

In order to accomplish the forgoing objectives, we will require substantial
amounts of additional capital that is not currently available to us. Management
estimates that it will require $250,000 of additional capital to be applied to
meeting these objectives through March 31, 2003.

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 minimal revenues to date and we are presently not
profitable. Our business and marketing strategy contemplates that we will earn
revenues from providing Webcasting and teleconferencing 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, 2002, we incurred a loss of $764,696 on
revenues of $275,280. 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
additional losses for the foreseeable future.


                                      -26-
<PAGE>

DEPENDENCE ON WEBCASTING, TELECONFERENCING AND TRANSCRIPTION REVENUE

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

      o  the pricing of webcasting, teleconferencing, I.R. Page 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.


                                      -27-
<PAGE>


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

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

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

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

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

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

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

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

         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.


                                      -28-
<PAGE>

MANAGEMENT OF GROWTH AND RELATIONSHIPS; BRIEF TENURE OF MANAGEMENT; DEPENDENCE
ON KEY PERSONNEL


         In developing our business plan, we expect to be required to establish
and manage multiple relationships with various strategic providers of services,
technology licensors, marketers and other third parties. To date, only a limited
number of such relationships have been established. The requirements to enter
into these relationships will be exacerbated in the event of our material growth
or in the number of third party relationships, and there can be no assurance
that our systems, procedures or controls will be adequate to enable us to
establish and enter into these relationships, to support any substantial growth
in our operations or that our management will be able to implement or manage any
growth effectively.

         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, Robert Gamon, a Director and James King, 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.


                                      -29-
<PAGE>

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

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

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

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

         We maintain our primary data facility and hosting servers at our
headquarters in Vancouver, British Columbia, Canada. Our operations depend on
our ability to protect these facilities and our systems against damage or
interruption from fire, power loss, water, telecommunications failure,
vandalism, sabotage and similar unexpected events. In addition, a sudden and
significant increase in traffic on our systems or infrastructure could strain
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


                                      -30-
<PAGE>

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.

DEPENDENCE ON GROWTH IN INTERNET USE

         Our future revenue will depend largely on the widespread acceptance and
use of the Internet as a communication source. Rapid growth in Internet use is a
recent trend and market acceptance of the Internet as a communication medium is
highly uncertain. The Internet may not be accepted as a viable communications
medium for distribution of information for a number of reasons, including:

      o  inadequate development of the network infrastructure,

      o  inadequate development of enabling technologies, and

      o  concerns about privacy and security among users.


                                      -31-
<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.


                                      -32-
<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 taxes subsequent
to the expiration of the moratorium. There can be no assurance that, once such
moratorium is lifted, some type of U.S. federal and/or state taxes will not be
imposed upon Internet commerce, and there can be no assurance that such
legislation or other attempts at regulating commerce over the Internet will not
substantially impair the growth of our services on the Internet and as a result,
our opportunity to derive financial benefit from these activities may be
adversely affected.

         Due to the global nature of the Web, it is possible that, although our
transmissions over the Internet originate primarily in British Columbia, Canada,
the governments of various states in the United States and foreign countries
might attempt to regulate our transmissions or prosecute us for violations of
their laws. There can be no assurance that violations of local laws will not be
alleged or charged by state or foreign governments, that we might not
unintentionally violate such laws or that such laws will not be modified, or new
laws enacted, in the future. Any of the foregoing developments could have a
material adverse effect on our business, results of operations and financial
condition.

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


                                      -33-
<PAGE>


online services could have a material adverse effect on our business, results of
operations and financial condition.

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

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

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

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

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


                                      -34-
<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 35.3% 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.


                                      -35-
<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.



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

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


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

         During the two fiscal years ended March 31, 2002, we did not file any
Current Report on Form 8-K reporting any change in accountants in which there
was a reported disagreement on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.


                                      -36-
<PAGE>

                                    PART III


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

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


NAME                           AGE            POSITION
----                           ---            --------
Brian Kathler                   39            President and Director
Paul Watkins                    38            Secretary, Treasurer and Director
Robert Gamon                    54            Director
James King                      58            Director


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

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


                                      -37-
<PAGE>

         Robert Gamon joined our board of directors on November 23, 1999. Mr.
Gamon has been a director of our subsidiary, ViaVid Broadcasting Corp. since
November, 1998. Mr. Gamon was an investment advisor with Pacific International
Securities of Vancouver, British Columbia from November, 1997 to November, 1999.
Mr. Gamon was an investment advisor with Georgia Pacific Securities of
Vancouver, British Columbia from 1991 to November, 1997.

         James King is the General Manager of Technicolor Canada. Prior to his
position at Technicolor, Mr. King worked in the video industry since 1990. From
February of 1992 to June 1999, Mr. King was President of VTR Video. VTR
manufactured and distributed video products in Canada for major Hollywood
studios. In June 1999, Technicolor, a manufacturer of video and optical
products, purchased VTR Video. Mr. King continues as the head of Technicolor
Canada. Mr. King is a graduate of The University of British Columbia, and is a
registered Professional Engineer. Prior to 1990 Mr. King worked in management
roles with Union Carbide, Gas Products Division. He was a senior consultant with
Roy Jorgensen Associates, a firm specializing in Maintenance Management systems
for cities, municipalities and provincial Governments. Mr. King became a
Director of our company on January 19, 2000.

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

         DIRECTOR AND OFFICER SECURITIES REPORTS

         The Federal securities laws require our Directors and executive
officers, and persons who own more than ten percent (10%) of a registered class
of our equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of any of our
equity securities. Copies of such reports are required to be furnished to us. To
our knowledge, based solely on a review of the copies of such reports and other
information furnished to us, all persons subject to these reporting requirements
filed the required reports on a timely basis with respect to the year ended
March 31, 2002.


                                      -38-

<PAGE>



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

SUMMARY COMPENSATION TABLE

         The following table sets forth the compensation paid or awarded to our
President during the three fiscal years ended March 31, 2002 for all services
rendered to us in that year.

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

<S>                              <C>         <C>               <C>            <C>            <C>             <C>
Brian Kathler                    2000        $52,500           -0-            -0-            -0-             -0-
                                 2001        $60,000           -0-            -0-            -0-             -0-
                                 2002        $17,000           -0-            -0-            -0-             -0-

----------------------------------------------------------------------------------------------------------------------
</TABLE>

   (1) Options granted to Mr. Kathler in 1999 were cancelled in January 2000.


EMPLOYMENT AGREEMENTS

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

         The services of Paul Watkins, Secretary, Treasurer and a director, are
provided pursuant to a consulting agreement dated March 31, 2002 between Watkins
Communications Inc and us. The following services of Mr. Watkins are provided to
us pursuant to this agreement: (1) the exercise of general direction and
supervision over the marketing and development of our business; (2) providing
direction to our management; (3) assisting with our day to day operations; and
(4) performing such other duties and observing such instructions as may be
reasonably assigned by our Board of Directors. The agreement is for a term of
one year. The compensation that we pay to Watkins Communications Inc. was
increased from $5,000 per month to $6,500 per


                                      -39-
<PAGE>


month effective March 31, 2002. The services of Mr. Watkins under this agreement
are on a full time basis.

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


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

         The following table provides the names and addresses of each person
known to us to own more than 5% of our outstanding common stock as of March 31,
2002 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.

         NAME AND ADDRESS                                     PERCENT
         OF BENEFICIAL OWNER(1)             AMOUNT            OF CLASS(2)
         ----------------------             ------            -----------

         Brian Kathler (3)                  1,635,000 shares      13.6%
         Director, President

         Paul Watkins(4)                    817,500 shares        6.8%
         Secretary, Treasurer, and
         Director

         Robert Gamon (5)                   1,635,000 shares      13.6%
         Director

         James King(6)                      156,800 shares        1.3%
         Director

         Cheryl Watkins (7)                 817,500 shares        6.8%

         All Officers and Directors         4,344,300 shares      35.3%
         as a Group (4 persons)
--------------------------------------------------------------------------------


(1)      Unless otherwise indicated, the address of such person is c/o of the
         Company.


                                      -40-
<PAGE>

(2)      Under Rule 13d-3, certain shares may be deemed to be beneficially owned
         by more than one person (if, for example, persons share the power to
         vote or the power to dispose of the shares). In addition, shares are
         deemed to be beneficially owned by a person if the person has the right
         to acquire the shares (for example, upon exercise of an option) within
         60 days of the date as of which the information is provided. In
         computing the percentage ownership of any person, the amount of shares
         outstanding is deemed to include the amount of shares beneficially
         owned by such person (and only such person) by reason of these
         acquisition rights. As a result, the percentage of outstanding shares
         of any person as shown in this table does not necessarily reflect the
         person's actual ownership or voting power with respect to the number of
         shares of Common Stock actually outstanding at June 12, 2002. As of
         June 12, 2002, there were 12,023,000 shares of the Company's common
         stock issued and outstanding. In addition, there were 1,092,000 shares
         subject to options exercisable within 60 days of the date of this
         registration statement.

(3)      The 1,635,000 shares of common stock beneficially owned by Brian
         Kathler are registered in the name of Kathler Holdings Inc., a private
         company controlled by Mr. Kathler.


(4)      Excludes 817,500 shares held by Mr. Watkins' wife as to which Mr.
         Watkins disclaims a beneficial interest. Paul Watkins and Cheryl
         Watkins are husband and wife.


(5)      The 1,635,000 shares of common stock beneficially owned by Robert Gamon
         are registered in the name of 595871 BC Ltd., a private company
         controlled by Mr. Gamon.


(6)      Mr. King holds 51,200 shares directly. His holdings also include 50,000
         shares issuable on exercise of an option at $0.30 per share and 50,000
         shares issuable on exercise of a warrant at $0.20 per share, 5,000
         shares held by his wife, as to which he disclaims a beneficial interest
         and 600 shares held by his minor children as to which he disclaims a
         beneficial interest.


(7)      Excludes 817,500 shares held by Ms. Watkins' husband as to which Ms.
         Watkins disclaims a beneficial interest. Paul Watkins and Cheryl
         Watkins are husband and wife.


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

         We acquired our subsidiary, ViaVid Broadcasting Corp., on January 27,
1999 from Paul Watkins, Cheryl Watkins, 549419 BC Ltd. and Kathler Holdings Inc.
in consideration for the issue of 5,100,000 shares of our common stock issued as
follows:

o   Kathler Holdings Inc. was issued 1,700,000 shares. Kathler Holdings Inc. is
    a private company controlled by Brian Kathler, our President and a Director.

o   Paul Watkins, our Secretary, Treasurer and a Director, was issued 850,000
    shares.

o   Cheryl Watkins, the wife of Mr. Watkins, was issued 850,000 shares. Mr.
    Watkins disclaims a beneficial interest in these shares.

o   549419 BC Ltd. was issued 1,700,000 shares. 549419 BC Ltd. is a private
    company controlled by Robert Gamon, a Director. These shares are now held by
    595871 BC Ltd., a private company controlled by Robert Gamon, a Director.

         We have entered into a consulting contract with Kathler Holdings Inc.
for the services of Brian Kathler, our President and a Director. We have also
entered into a consulting contract with


                                      -41-
<PAGE>


Watkins Communications Inc. for the services of Mr. Paul Watkins, our
Secretary/Treasurer and a Director, and Mr. Robert Gamon for his services
as a Director.

         We have also repaid on September 15, 1999 the following loans to our
shareholders and Directors:


              Shareholder/Director                 Loan Repayment
              --------------------                 --------------
              Kathler Holdings Inc.                $3,240
              549419 B.C. Ltd.                     $4,520
              Paul Watkins                         $4,790


         As of March 31, 2002, we are indebted to each of Mr. Kathler, 595871
and Mr. Watkins an aggregate of $155,858 for their monthly compensation that was
deferred.

         In March 2002, we issued our 3% convertible promissory notes in the
principal amount of $50,000 to each of Kathler Holdings, Inc.,595871 BC Ltd. and
Watkins Communications Inc. The notes were issued in place of amounts owing to
those persons for services rendered by Brian Kathler, Robert Gamon and Paul
Watkins, respectively, during the period May 31, 2000 to February 28, 2002.
Interest is payable on the notes at 3% per annum (5% if past due) and is payable
at maturity in cash or by issuance of shares of common stock based on their fair
market value. The principal and accrued interest on the notes is convertible at
any time into shares of our common stock at a conversion price equal to the
lesser of $0.50 and 80% of the fair market value of a share of common stock,
subject to adjustment in the event of stock splits or combinations. Fair market
value is determined based on the average of the closing bid and asked prices for
our common stock on the 20 trading days preceding the date on which we receive
notice of conversion of the note or the date interest is paid by deliver of
shares.. The notes become due and payable on December 31, 2004, or prior thereto
in the event of a default. We have agreed to file on one occasion a registration
statement under the U.S. Securities Act of 1933, as amended, to register the
offer and sale of the shares issuable on conversion of the notes on the demand
of any holder of the notes.

         We have no other loans outstanding to any of our officers, Directors or
principal shareholders.


                                      -42-
<PAGE>


                                     PART IV
                                     -------

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K:
------------------------------------------
<TABLE>
<CAPTION>
        (a) EXHIBIT                                                 DESCRIPTION
  -----------------------        -----------------------------------------------------------------------------------

<S>                              <C>
            3.1                  Articles of Incorporation*

            3.2                  By-Laws of the Company*

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

           10.2                  Consulting  Contract  dated March 31, 2002 with  Kathler  Holdings  Inc. and Brian
                                 Kathler.

           10.3                  Consulting  Contract  dated March 31, 2002 with  Watkins  Communications  Inc. and
                                 Paul Watkins.

           10.4                  Consulting Contract dated March 31, 2002 with Robert Gamon

           21.0                  Subsidiaries of Registrant:
<CAPTION>
                                 Name                              State or Jurisdiction of Incorporation
                                 ----                              --------------------------------------
<S>                              <C>                               <C>
                                 ViaVid Broadcasting Corp.          British Columbia
</TABLE>
------------------------
* Filed as an exhibit to the Registrant's Registration Statement on Form 10-SB
filed June 29, 1999 (File No. 0-26535).

(b)  Reports on Form 8-K

         The Registrant has not filed any Current Reports on Form 8-K for the
quarter ended March 31, 2002.


                                      -43-
<PAGE>


                                   SIGNATURES
                                   ----------

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


                            VIAVID BROADCASTING, INC.

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


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

<TABLE>
<CAPTION>

SIGNATURE                                  TITLE                                       DATE
---------                                  -----                                       ----
<S>                                        <C>                                         <C>

/s/Brian Kathler                           President (Principal                        June 20, 2002
-----------------------------              Executive Officer and Principal
Brian Kathler                              Financial and Accounting Officer
                                           and Director)


 /s/ Paul Watkins
-----------------------------              Director                                    June 20, 2002
Paul Watkins


 /s/ Robert Gamon
-----------------------------              Director                                    June 20, 2002
Robert Gamon


/s/ James King
-----------------------------              Director                                    June 20, 2002
James King

</TABLE>



REPORTS\2001\FORM10-Ks\10-KSB Draft



                                      -44-

<PAGE>


                            VIAVID BROADCASTING INC.
                          (A DEVELOPMENT STAGE COMPANY)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                 MARCH 31, 2002


                                      F-1
<PAGE>

<TABLE>
<S>                           <C>                              <C>
DAVIDSON & COMPANY            Chartered Accountants            A Partnership of Incorporated Professionals
</TABLE>


                          INDEPENDENT AUDITORS' REPORT


To the Shareholders of
ViaVid Broadcasting Inc.
(A Development Stage Company)


We have audited the consolidated balance sheets of ViaVid Broadcasting Inc. as
at March 31, 2002 and 2001 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then ended and for
the period from the start of the development stage on January 20, 1999 to March
31, 2002. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at March 31, 2002
and 2001 and the results of its operations and its cash flows for the years then
ended and for the period from the start of the development stage on January 20,
1999 to March 31, 2002 in accordance with generally accepted accounting
principles in the United States of America.

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


                                                            "DAVIDSON & COMPANY"

Vancouver, Canada                                          Chartered Accountants

May 1, 2002

                          A Member of SC INTERNATIONAL

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


                                      F-2
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
AS AT MARCH 31
<TABLE>
<CAPTION>
======================================================================================================================
                                                                                         2002                 2001
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                   <C>
ASSETS

CURRENT
    Cash                                                                             $    10,616           $    51,918
    Accounts receivable                                                                   86,076                28,330
    Prepaid expenses                                                                          --                 9,366
                                                                                     -----------           -----------
Total current assets                                                                      96,692                89,614

CAPITAL ASSETS (Note 4)                                                                  129,578               163,290
                                                                                     -----------           -----------
Total assets                                                                         $   226,270           $   252,904
======================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
    Accounts payable and accrued liabilities                                         $    88,909           $    54,848
    Due to related parties (Note 5)                                                        5,858                36,044
                                                                                     -----------           -----------
Total current liabilities                                                                 94,767                90,892

CONVERTIBLE PROMISSORY NOTES (Note 6)                                                    150,000                    --
                                                                                     -----------           -----------
                                                                                         244,767                90,892
                                                                                     -----------           -----------

STOCKHOLDERS' EQUITY
    Capital stock (Note 7)
       Authorized
              25,000,000 common shares with a par value of $0.001 per share
       Issued and outstanding
              12,023,000 common shares (2001 - 8,113,000 common shares)                   12,023                 8,113
    Additional paid-in capital                                                         2,829,351             2,143,074
    Share subscriptions received in advance                                                   --               106,000
    Deficit accumulated during the development stage                                  (2,859,871)           (2,095,175)
                                                                                     -----------           -----------
    Total stockholders' (deficit) equity                                                 (18,497)              162,012
                                                                                     -----------           -----------
Total liabilities and stockholders' equity                                           $   226,270           $   252,904
======================================================================================================================

NATURE OF OPERATIONS (Note 1)

SUBSEQUENT EVENT (Note 11)
</TABLE>


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


                                      F-3
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
=================================================================================================================
                                                        Period From
                                                      Incorporation
                                                                 on
                                                        January 20,
                                                            1999 to            Year Ended             Year Ended
                                                          March 31,             March 31,              March 31,
                                                               2002                  2002                   2001
-----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                    <C>                    <C>
REVENUE
    Broadcast and web income                           $    363,144           $    275,280           $     39,784
                                                       ------------           ------------           ------------

EXPENSES
    Amortization                                            135,711                 44,460                 51,702
    Bad debts                                                 3,677                  3,677                     --
    Conference calls                                        331,642                198,112                133,530
    Consulting                                              968,000                293,281                368,291
    Foreign exchange                                         13,654                    665                  8,967
    Interest expense                                         37,500                 37,500                     --
    Office and miscellaneous                                288,437                 75,261                 89,442
    Professional fees                                       261,321                 74,672                 72,997
    Rent                                                    139,724                 38,319                 46,099
    Salaries and benefits                                   343,160                 88,165                152,231
    Stock based compensation                                639,342                181,755                119,958
    Travel and promotion                                     72,040                  2,887                 21,839
                                                       ------------           ------------           ------------
                                                          3,234,208              1,038,754              1,065,056
                                                       ------------           ------------           ------------
LOSS BEFORE OTHER ITEMS                                  (2,871,064)              (763,474)            (1,025,272)
                                                       ------------           ------------           ------------

OTHER ITEMS
Loss on sale of assets                                       (2,118)                (2,118)                    --
Interest income                                              13,311                    896                  6,911
                                                       ------------           ------------           ------------
                                                             11,193                 (1,222)                 6,911
                                                       ------------           ------------           ------------

LOSS FOR THE PERIOD                                    $ (2,859,871)          $   (764,696)          $ (1,018,361)
=================================================================================================================

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

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                                   10,910,370              7,288,729
=================================================================================================================
</TABLE>


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


                                      F-4
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
=============================================================================================================================

                                                Common Stock                                          Deficit
                                         -------------------------                         Sub-   Accumulated
                                                                      Additional     scriptions    During the
                                             Number                      Paid-in       Received   Development
                                          of Shares      Amount          Capital     in Advance         Stage          Total
-----------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>           <C>            <C>           <C>            <C>
Shares issued on acquisition
    (Note 1)                               5,100,000   $     5,100   $        --    $        --   $        --    $     5,100
Shares issued for cash                       500,000           500         4,500             --            --          5,000
Shares issued for cash                       100,000           100        49,900             --            --         50,000
Shares issued for cash                       184,000           184       183,816             --            --        184,000
Loss for the period                               --            --            --             --       (71,668)       (71,668)
                                         -----------   -----------   -----------    -----------   -----------    -----------

BALANCE AT MARCH 31, 1999                  5,884,000         5,884       238,216             --       (71,668)       172,432

Shares issued for cash                       768,000           768       782,232             --            --        783,000
Stock-based compensation for
    options issued to consultants
    and non-employees                             --            --       337,629             --            --        337,629
Loss for the year                                 --            --            --             --    (1,005,146)    (1,005,146)
                                         -----------   -----------   -----------    -----------   -----------    -----------

BALANCE AT MARCH 31, 2000                  6,652,000         6,652     1,358,077             --    (1,076,814)       287,915

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

BALANCE AT MARCH 31, 2001                  8,113,000   $     8,113   $ 2,143,074    $   106,000   $(2,095,175)   $   162,012
=============================================================================================================================
</TABLE>

                                  - continued -

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


                                      F-5
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
================================================================================================================================

                                                Common Stock                                             Deficit
                                         --------------------------                          Sub-    Accumulated
                                                                        Additional     scriptions     During the
                                             Number                        Paid-in       Received    Development
                                          of Shares        Amount          Capital     in Advance          Stage          Total
--------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>            <C>            <C>            <C>

Continued...

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

    Subscriptions received in
       advance                                    --             --             --       (106,000)            --       (106,000)
    Shares issued for cash                 1,290,000          1,290        256,710             --             --        258,000
    Finders fee on private
       placement                                  --             --        (15,825)            --             --        (15,825)
    Shares issued for consulting
       fees                                  200,000            200          9,800             --             --         10,000
    Shares issued for consulting
       fees                                  350,000            350         34,650             --             --         35,000
    Shares issued for cash                   500,000            500         24,500             --             --         25,000
    Shares issued for exercise of
       warrants                              550,000            550        109,450             --             --        110,000
    Shares issued for exercise of
       warrants                              500,000            500         24,500             --             --         25,000
    Shares issued for exercise of
       stock options                         170,000            170         33,830             --             --         34,000
    Shares issued for consulting
       fees                                  100,000            100          4,900             --             --          5,000
    Shares issued for consulting
       fees                                  250,000            250         12,250             --             --         12,500
    Shares issued for cash                   250,000            250         12,250             --             --         12,500
    Finders fee                                   --             --        (15,243)            --             --        (15,243)
    Stock-based compensation for
       options issued to
       consultants                                --             --        181,755             --             --        181,755
    Issuance of convertible
       promissory notes                           --             --         37,500             --             --         37,500
    Return to treasury                      (250,000)          (250)       (24,750)            --             --        (25,000)
    Loss for the year                             --             --             --             --       (764,696)      (764,696)
                                         -----------    -----------    -----------    -----------    -----------    -----------

BALANCE AT MARCH 31, 2002                 12,023,000    $    12,023    $ 2,829,351    $        --    $(2,859,871)   $   (18,497)
================================================================================================================================
</TABLE>


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


                                      F-6
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
===========================================================================================================================
                                                                             Period From
                                                                           Incorporation
                                                                                      on
                                                                             January 20,
                                                                                 1999 to       Year Ended       Year Ended
                                                                               March 31,        March 31,        March 31,
                                                                                    2002             2002             2001
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                      $(2,859,871)     $  (764,696)     $(1,018,361)
    Items not affecting cash
       Amortization                                                              135,711           44,460           51,702
       Stock based compensation                                                  639,342          181,755          119,958
       Consulting fees                                                           153,000           37,500          115,500
       Intrinsic value of beneficial conversion feature
          of convertible promissory notes                                         37,500           37,500               --
       Loss on sale of assets                                                      2,118            2,118               --

    Changes in non-cash working capital items
       Increase in accounts receivable                                           (86,076)         (57,746)         (22,166)
       Decrease in prepaid expenses                                                   --            9,366            3,679
       Increase in accounts payable and accrued liabilities                       88,909           34,061           23,054
                                                                             -----------      -----------      -----------
    Net cash used in operating activities                                     (1,889,367)        (475,682)        (726,634)
                                                                             -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of capital assets                                               (271,667)         (22,561)         (31,252)
    Acquisition of subsidiary                                                       (335)              --               --
                                                                             -----------      -----------      -----------
    Net cash used in investing activities                                       (272,002)         (22,561)         (31,252)
                                                                             -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from shares issued                                                1,900,432          327,432          551,000
    Proceeds from sale of assets                                                   9,695            9,695               --
    Subscriptions received in advance                                            106,000               --          106,000
    Loans from related parties                                                   155,858          119,814           18,264
                                                                             -----------      -----------      -----------
    Net cash provided by financing activities                                  2,171,985          456,941          675,264
                                                                             -----------      -----------      -----------

CHANGE IN CASH FOR THE PERIOD                                                     10,616          (41,302)         (82,622)

CASH, BEGINNING OF PERIOD                                                             --           51,918          134,540
                                                                             -----------      -----------      -----------
CASH, END OF PERIOD                                                          $    10,616      $    10,616      $    51,918
===========================================================================================================================

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 10)
</TABLE>


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


                                      F-7
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
================================================================================


1.       NATURE OF OPERATIONS

         ViaVid Broadcasting Inc., a Nevada corporation, was incorporated on
         January 20, 1999. On January 27, 1999, the Company completed the
         acquisition of ViaVid Broadcasting Corp. ("VBC"), a related Canadian
         company operating in Vancouver, British Columbia, Canada. VBC was
         incorporated under the laws of British Columbia on July 26, 1994.

         The Company's primary business is to provide webcasting,
         teleconferencing and transcription services to corporate clients
         throughout North America. In accordance with Statement of Financial
         Accounting Standards ("SFAS") No. 7 "Accounting and Reporting by
         Development Stage Enterprises", the Company is deemed to be in the
         development stage.

2.       GOING CONCERN

         As at March 31, 2002, the Company has an accumulated deficit of
         $2,859,871. 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.
         Management is of the opinion that sufficient working capital will be
         obtained from external financing and further share issuances to meet
         the Company's liabilities as they become due.

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

3.       SIGNIFICANT ACCOUNTING POLICIES

         ESTIMATES

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

         PRINCIPLES OF CONSOLIDATION

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


                                      F-8
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
================================================================================


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

         CASH

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

         CAPITAL ASSETS

         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%


         ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
         ASSETS TO BE DISPOSED OF

         The Company has adopted SFAS No. 121 "Accounting for the Impairment of
         Long-Lived Assets and for Long-Lived Assets to be Disposed of". In
         accordance with SFAS 121, long-lived assets to be held and used by the
         Company are reviewed to determine whether any events or changes in
         circumstances indicate that the carrying amount of the asset may not be
         recoverable. For long-lived assets to be held and used, the Company
         bases its evaluation on such impairment indicators as the nature of the
         assets, the future economic benefit of the assets, any historical or
         future profitability measurements, as well as other external market
         conditions or factors that may be present. In the event that facts and
         circumstances indicate that the carrying amount of an asset may not be
         recoverable and an estimate of future undiscounted cash flows is less
         than the carrying amount of the asset, an impairment loss will be
         recognized. As at March 31, 2002 and 2001, the Company's analysis
         indicated that there was not an impairment of its long-lived assets.

         FINANCIAL INSTRUMENTS

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

         REVENUE RECOGNITION

         Revenue is recognized once the audio conference, filming or editing of
         a project has been completed and invoices and collection of the amounts
         is reasonably assured.


                                      F-9
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
================================================================================


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

         FOREIGN CURRENCY TRANSLATION

         The Company accounts for foreign currency transactions and translation
         of foreign currency financial statements under SFAS No. 52, "Foreign
         Currency Translation". The Company records its operations in the
         Canadian subsidiary, VBC, using the US dollar. Accordingly, carrying
         values of monetary assets and liabilities are adjusted at each balance
         sheet date to reflect the exchange rate at that date. Non-monetary
         assets and liabilities are translated at the exchange rate on the
         original transaction date. Gains and losses from restatement of foreign
         currency monetary and non-monetary assets and liabilities are included
         in income. Revenues and expenses are translated at the rates of
         exchange prevailing on the dates such items are recognized in earnings.

         SEGMENTED INFORMATION

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

         LOSS PER SHARE

         In February 1997, the FASB issued SFAS 128, "Earnings Per Share". Under
         SFAS 128, basic and diluted earnings per share are to be presented.
         Basic earnings per share is computed by dividing income available to
         common shareholders by the weighted average number of common shares
         outstanding in the year. Diluted earnings 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 for 2002, 10,910,370, and 2001, 7,288,729,
         do not include the 1,112,000 (2001 - 372,000) warrants outstanding, the
         stock options of 1,117,000 (2001 - 667,000) and the 250,000 shares of
         common stock returned to treasury subsequent to March 31, 2002, as
         their effect would be anti-dilutive.

         INCOME TAXES

         Income taxes are provided in accordance with SFAS 109, "Accounting for
         Income Taxes". A deferred tax asset or liability is recorded for all
         temporary differences between financial and tax reporting and net
         operating loss carryforwards. Deferred tax expenses (benefit) results
         from the net change during the year of deferred tax assets and
         liabilities.

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


                                      F-10
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
================================================================================


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

         STOCK-BASED COMPENSATION

         SFAS 123, "Accounting for Stock-Based Compensation", encourages, but
         does not require, companies to record compensation cost for stock-based
         employee compensation plans at fair value. The Company has chosen to
         account for stock-based compensation using Accounting Principles Board
         Opinion No. 25, "Accounting for Stock Issued to Employees" and has
         adopted the disclosure only provisions of SFAS 123. Accordingly,
         compensation cost for stock options is measured as the excess, if any,
         of the quoted market price of the Company's stock at the date of the
         grant over the amount an employee is required to pay for the stock.

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

         NEW ACCOUNTING PRONOUNCEMENTS

         In June 2001, the FASB approved the issuance of SFAS No. 141, "Business
         Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets".
         SFAS 141 requires that all business combinations be accounted for using
         the purchase method of accounting making the use of the
         pooling-of-interest ___ method prohibited. This statement also
         establishes criteria for separate recognition of intangible assets
         acquired in a purchase business combination. SFAS 141 is effective for
         business combinations completed after June 30, 2001. SFAS 142 requires
         that goodwill no longer be amortized to earnings, but instead be
         reviewed for impairment. The statement is effective for fiscal years
         beginning after December 15, 2001, and is required to be applied at the
         beginning of an entity's fiscal year and to be applied to all goodwill
         and other intangible assets recognized in its financial statements at
         that date. Impairment losses for goodwill and indefinite-lived
         intangible assets that arise due to the initial application of this
         statement (resulting from a transitional impairment test) are to be
         reported as resulting from a change in accounting principle. Under an
         exception to the date at which this statement becomes effective,
         goodwill and intangible assets acquired after June 30, 2001, will be
         subject immediately to the non-amortization and amortization provisions
         of this statement.

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

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

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


                                      F-11
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
================================================================================


4.       CAPITAL ASSETS
<TABLE>
<CAPTION>
         =======================================================================================
                                                                     Accumulated        Net Book
                                                          Cost      Amortization           Value
         ---------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>
         2002
             Computer equipment                         $170,465        $ 90,249        $ 80,216
             Office furniture                             17,011           6,027          10,984
             Telephone and video equipment                67,932          29,554          38,378
                                                        --------        --------        --------
                                                        $255,408        $125,830        $129,578
                                                        ========        ========        ========

         2001
             Computer equipment                         $153,986        $ 59,402        $ 94,584
             Office furniture                             12,239           3,949           8,290
             Telephone and video equipment                82,881          22,465          60,416
                                                        --------        --------        --------
                                                        $249,106        $ 85,816        $163,290
         =======================================================================================
</TABLE>


5.       RELATED PARTY TRANSACTIONS

         The Company entered into the following transactions with related
         parties:

         a) Paid or accrued consulting fees of $155,858 (2001 - $194,848) to
         three directors of the Company

         b)  Issued three 3% convertible promissory notes of $50,000 each for a
             total debt of $150,000 (2001 - $Nil) to related parties (Note 6).

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

         Amounts due to related parties, other than the convertible promissory
         notes, are unsecured and non-interest bearing, therefore, the fair
         value of the amounts owed to the related parties is not determinable.


                                      F-12
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
================================================================================


6.       CONVERTIBLE PROMISSORY NOTES
<TABLE>
<CAPTION>
         =================================================================================================================
                                                                                                   2002           2001
         -----------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>             <C>
         On March 11, 2002, the Company issued three convertible promissory notes to
             related parties at $50,000 each bearing interest at 3% per annum, payable at
             maturity on December 31, 2004. The promissory notes are convertible at any
             time at the option of the holder into common shares 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 for the current year.                                                      $ 150,000       $      --

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

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


7.       CAPITAL STOCK

         In April 2001, the Company issued 200,000 shares of common stock for
         consulting services for an agreed amount of $10,000.

         In June 2001, the Company issued 1,290,000 units at $0.20 per unit
         pursuant to a unit offering. Each unit consisted of one share of common
         stock and one warrant enabling the holder to purchase an additional
         share of common stock at $0.20 per share until February 28, 2004.

         In June 2001, the Company issued 350,000 shares of common stock for
         consulting services for an agreed amount of $35,000.

         In June 2001, the Company issued 500,000 units at $0.05 per unit
         pursuant to a unit offering. Each unit consisted of one share of common
         stock and one warrant enabling the holder to purchase an additional
         share of common stock at $0.05 per share until February 28, 2004.

         In October 2001, the Company issued 550,000 shares of common stock upon
         the exercise of warrants at $0.20 per share.

         In October 2001, the Company issued 500,000 shares of common stock upon
         the exercise of warrants at $0.05 per share.

         In October 2001, the Company issued 170,000 shares of common stock upon
         the exercise of stock options at $0.20 per share.

         In October 2001, the Company issued 100,000 shares of common stock for
         consulting services for an agreed amount of $5,000.


                                      F-13
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
================================================================================


7.       CAPITAL STOCK (cont'd...)

         In November 2001, the Company issued 250,000 shares of common stock for
         consulting services for an agreed amount of $12,500.

         In December 2001, the Company issued 250,000 shares of common stock at
         $0.05 per share.

         Subsequent to year end, 250,000 shares of common stock issued for
         consulting fees at an agreed value of $25,000 were returned to
         treasury.

         WARRANTS

         =======================================================================
                                                    2002               2001
         -----------------------------------------------------------------------

         Balance, beginning of the year            372,000                  --
             Issued during the year              1,790,000             372,000
             Exercised during the year          (1,050,000)                 --
                                                ----------          ----------

         Balance, end of the year                1,112,000             372,000
         =======================================================================

         As at March 31, 2002, there were 372,000 warrants outstanding that are
         exercisable into 372,000 common shares at $0.50 per share until
         September 30, 2003, and 740,000 warrants outstanding that are
         exercisable into 740,000 common shares at $0.20 per share until
         February 28, 2004.

8.       INCOME TAXES

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

================================================================================
                                                             2002        2001
--------------------------------------------------------------------------------

         Tax benefit of net operating loss carry forward  $ 855,500   $ 677,900
         Valuation allowance                               (855,500)   (677,900)
                                                          ---------   ---------
                                                          $      --   $      --
================================================================================

         The Company has an operating loss carryforward of approximately
         $423,000 which expires in the year 2022. The Company's subsidiary,
         ViaVid Broadcasting Corp., has Canadian operating losses carryforward
         of approximately $1,670,000 which expire from 2004 to 2009. The Company
         has provided a full valuation allowance on the deferred tax asset due
         to the uncertainty regarding realizability.


                                      F-14
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
================================================================================


9.       STOCK-BASED COMPENSATION EXPENSE

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

         Following is a summary of the stock option activity:
<TABLE>
<CAPTION>
         ==================================================================================================
                                                           2002                             2001
                                                --------------------------      ---------------------------
                                                                  Weighted                        Weighted
                                                                   Average                         Average
                                                   Number         Exercise         Number         Exercise
                                                of Shares            Price      of Shares            Price
         ------------------------------------------------------------------------------------- ---------------
<S>                                             <C>               <C>             <C>             <C>
         Outstanding, beginning of year           667,000         $   0.55        642,000         $   1.49
             Granted                              960,000             0.17        715,000             0.85
             Forfeited                           (340,000)            0.46       (360,000)           (1.33)
             Exercised                           (170,000)            0.20       (330,000)           (0.64)
                                                ---------                        --------

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

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

                                  - continued -


                                      F-15
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
================================================================================


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

         Following is a summary of the status of options outstanding at March
         31, 2002:
<TABLE>
<CAPTION>
========================================================================================================
                                           Outstanding Options                   Exercisable Options
                                 ---------------------------------------       -------------------------
                                                 Weighted
                                                  Average       Weighted                        Weighted
                                                Remaining        Average                         Average
                                              Contractual       Exercise                        Exercise
         Exercise Price           Number             Life          Price        Number             Price
--------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>        <C>            <C>              <C>
         $   0.30                 25,000             0.04       $   0.30        25,000          $   0.30
             1.00                 20,000             0.65           1.00        20,000              1.00
             0.30                 80,000             0.80           0.30        80,000              0.30
             1.00                 12,000             0.80           1.00        12,000              1.00
             3.50                 25,000             0.92           3.50        25,000              3.50
             0.30                 50,000             1.03           0.30        50,000              0.30
             0.37                 20,000             1.22           0.37        20,000              0.37
             1.00                 10,000             1.51           1.00        10,000              1.00
             0.40                 25,000             1.78           0.40        25,000              0.40
             0.30                 15,000             1.84           0.30        15,000              0.30
             0.30                 45,000             1.97           0.30        45,000              0.30
             0.30                 10,000             2.00           0.30        10,000              0.30
             0.20                150,000             2.02           0.20       150,000              0.20
             0.30                 15,000             2.25           0.30        12,000              0.30
             0.20                 15,000             2.55           0.20        15,000              0.20
             0.30                100,000             2.60           0.30       100,000              0.30
             0.10                500,000             2.88           0.10       500,000              0.10
========================================================================================================
</TABLE>

         NON-VESTED STOCK OPTIONS

         The Company has 3,000 stock options exercisable at $0.30 per share that
         will become fully vested as of April 1, 2002.


                                      F-16
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
================================================================================


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

         COMPENSATION

         Had compensation cost for employees been recognized on the basis of
         fair value pursuant to Statement of Financial Accounting Standards No.
         123, net loss and loss per share would have been adjusted as follows:

         =======================================================================
                                                    2002              2001
         -----------------------------------------------------------------------
         NET LOSS
             As reported                        $  (764,696)       $ (1,018,361)
         =======================================================================

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

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

             Pro forma                          $     (0.07)       $      (0.15)
         =======================================================================

         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:

         =======================================================================
                                                  2002               2001
         -----------------------------------------------------------------------
         Risk-free interest rate             0.00% - 4.327%%    4.300% - 6.484%
         Expected life of the options                2 years            2 years
         Expected volatility               180.41% - 234.29%        50%-175.85%
         Expected dividend yield                       --                 --
         =======================================================================

         The Company accounts for stock issued to non-employees and consultants
         in accordance with the provisions of SFAS 123 and the emerging issues
         task force consensus in issued No. 96 - 18 "Accounting for Equity
         Instruments that are Issued to Other Than Employees for Acquiring or in
         Conjunction with Selling, Goods or Services".

         The Company granted 925,000 options to third party consultants during
         the year ended March 31, 2002 and accordingly, the stock based
         compensation recognized using the Black Scholes Option pricing model
         was $127,756. The amount expensed during 2002 was $181,755, and the
         total unamortized balance is $86,871. This amount can be allocated to
         another expense category in the accompanying consolidated statements of
         operations as consulting fees.


                                      F-17
<PAGE>


VIAVID BROADCASTING INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
================================================================================


10.      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

         =======================================================================
                                                          2002            2001
         ----------------------------------------------------------------------
         Cash paid for income taxes                     $     --        $     --
         =======================================================================

         Cash paid for interest                         $     --        $     --
         =======================================================================

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

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

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

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

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

         a)  The Company issued 75,000 shares of common stock at an agreed value
             of $37,500 for consulting services.

         b)  The Company issued 4,000 shares of common stock at a deemed value
             of $2,000 for finders fees.

         c)  The Company issued 312,000 shares of common stock at a deemed value
             of $78,000 for consulting services.

11.      SUBSEQUENT EVENT

         Subsequent to March 31, 2002, the Company returned to treasury 250,000
         shares of common stock which had been issued for consulting services
         for an agreed amount of $25,000.


                                      F-18