<PAGE>


                       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, 2005; or

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

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

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

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

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

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

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

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

         Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve (12) months (or
for such shorter period that the Issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
|X| Yes   |_| No
         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B in this form, and no disclosure will be contained, to
the best of Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB, or any amendment to
this Form 10-KSB. |X|
         State Issuer's revenues for its most recent fiscal year: $1,023,281.
         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 July 7, 2005, was $563,184
(Non-affiliates have been determined on the basis of holdings set forth in the
information under Item 11 of this Annual Report on Form 10-KSB.)
         The number of shares outstanding of each of the Issuer's classes of
common equity, as of June 21, 2005, was 14,988,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


                                      -1-
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                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS:

OVERVIEW

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

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

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

         Using our platform, we believe we are able to provide webcasting and
teleconferencing services that are capable of maximizing the quality of the
disclosure broadcast and thereby enhancing the participant's experience. We use
third party conferencing technology that allows us to accommodate in excess of
2,000 participants at a level of quality consistent with the highest business
standards. Our services provide efficient, cost-effective solutions for our
customers teleconferencing needs, including:
         o    Earnings events
         o    Annual shareholder meetings
         o    Analysts presentations
         o    Product Launches
         o    24 Hour Transcription Services
         o    Investor Relations Web Page Management Suite
         o    All special events



                                      -2-
<PAGE>

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

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

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

         At March 31, 2005, webcasting, teleconferencing and transcription
services, as well as I.R. Web Page Management Suites provided substantially all
of our revenues.

OUR SERVICES

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

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

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



                                      -3-
<PAGE>

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

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

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

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

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

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



                                      -4-
<PAGE>

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

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

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

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

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

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

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

    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.



                                      -5-
<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 is bundled with ViaVid's
         existing webcasting and teleconferencing products and services.
         Included in the suite are quarterly web-casts and text based
         transcripts of those web-casts, both of which are automatically linked
         within the clients IR Page.

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

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, 2005, approximately 51% 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, 2005,
approximately 20% of our revenues were derived from this source.

          A customer is charged a flat fee for the use of the ViaVision service
for a web conference or a recorded webcast. The ViaVision service adds to an
audio/video webcast the ability of the presenter and his audience to interact
through the telephone or a web browser. For the year ended March 31, 2005,
approximately 5% of our revenues were derived from this source.

         A customer is charged a flat fee for the I.R. Web Page Management
Suite. For the year ended March 31, 2005, approximately 4% 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, 2005, approximately 20% of our revenues were
derived from this source.

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



                                      -6-
<PAGE>

OUR STRATEGY

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

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

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

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

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

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

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



                                      -7-
<PAGE>


CUSTOMERS

         Since the inception of our offering webcasting services for corporate
clients in early January 2001 through June, 2005, we have serviced more
than,1,600 webcasts for more than 250 corporate clients, the majority of which
have their securities traded on the New York Stock Exchange or the NASDAQ Stock
Market.

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

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

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

STRATEGIC PARTNERS

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

TECHNOLOGY AND RESEARCH AND DEVELOPMENT


         Since our inception in 1999, we have expended approximately $1,000,000
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 web-conferencing service uses hardware that
we purchase and software either licensed from third persons or that we develop
in-house.



                                      -8-
<PAGE>

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

         We use telephony hardware that allows us to connect to outside
teleconferencing providers. We currently purchase 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 not
agents or brokers and we assume ownership risks once we purchase these
teleconferencing minutes from the providers.

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

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

SALES AND MARKETING

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

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

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

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

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




                                      -9-
<PAGE>

CUSTOMER SERVICE

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

COMPETITION

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

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

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

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

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

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

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


                                      -10-
<PAGE>

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

         Competitors of our webcasting services include: Vcall and CCBN.

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

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

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

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

EMPLOYEES

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

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.



                                      -11-
<PAGE>

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


ITEM 2 - DESCRIPTION OF PROPERTY

         Our primary business activities are carried on at leased premises
located at 11483 Wellington Crescent, Surrey, British Columbia V3R 9H1. These
premises are comprised of approximately 1,500 square feet and are rented on a
month-to-month basis at a rate of $1,953 per month. We believe they are adequate
for our present activities.


ITEM 3 - LEGAL PROCEEDINGS:

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


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

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



                                     PART II

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

Our Common Stock has been quoted on the OTC Bulletin Board since January 4, 2000
under the symbol VVDB. The following table sets forth the high and low bid
quotations on the OTC Bulletin Board for our Common Stock for the period January
1, 2002 through June 21, 2005.














                                                     BID
                               -------------------------------------------------



                                      -12-
<PAGE>

             CALENDAR QUARTER                    HIGH                   LOW

             2003:  First Quarter                $0.09                 $0.02

             2003:  Second Quarter               $0.09                 $0.03

             2003:  Third Quarter                $0.13                 $0.05

             2003:  Fourth Quarter              $0.285                 $0.05

             2004:  First Quarter                $0.28                 $0.135

             2004:  Second Quarter               $0.20                 $0.08

             2004:  Third Quarter                $0.15                 $0.06

             2004:  Fourth Quarter               $0.11                 $0.04

             2005:  First Quarter                $0.10                 $0.05

             2005: Second Quarter                $0.09                 $0.05

             (through June 21, 2005)
          ----------------------------------------------------------------------



         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 July 7, 2005, the closing bid quotation for
the Common Stock, as reported on the OTC Bulletin Board, was $0.072.

         As of July 7, 2005, we had approximately 44 shareholders of record.

DIVIDEND POLICY

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

RECENT ISSUANCES OF UNREGISTERED SECURITIES

         During the fiscal year ended March 31, 2005, we have issued the
following unregistered securities.

         1.   During the year ended March 31, 2005, we issued an aggregate
              670,000 shares to three persons for consulting services rendered.
              Each person represented his intention to acquire the securities
              for investment only and not with a view to distribution. Legends
              were affixed to the stock certificates. The securities were issued
              in reliance upon the exemption from the registration requirements
              of the Act afforded by Section 4(2). No underwriter was involved
              in the issuance of the securities.

         2.   During the year ended March 31, 2005, we issued an aggregate of
              795,000 shares to nine persons for an aggregate consideration of
              $79,500 in cash. Each person represented his intention to acquire
              the securities for investment only and not with a view to
              distribution. Legends were affixed to the stock certificates. The
              securities were issued in reliance upon the exemption from the
              registration requirements of the Act afforded by Regulation D and
              Section 4(2). No underwriter was involved in the issuance of the
              securities.



                                      -13-
<PAGE>

PURCHASES OF EQUITY SECURITIES

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

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

STATEMENT OF OPERATIONS

YEAR ENDED MARCH 31, 2004

SALES. Our revenues were $1,023,281for the year ended March 31, 2005 compared to
revenues of $736,364 for the year ended March 31, 2004. Our revenues were
achieved primarily from webcasting, teleconferencing, transcription services and
I.R. Web Page Management Suites. The increase in our revenues is due to the
increase in our client base and providing a greater volume of services.

EXPENSES. Our operating expenses were $1,110,633 for the year ended March 31,
2005, compared to operating expenses of $899,684 for the year ended March 31,
2004.

         Our conference calls expense increased to $477,596 for the year ended
March 31, 2005 from $315,057 for the year ended March 31, 2004. Conference call
expense reflects the issuance of 670,000 shares, valued at $39,000, to three
persons in the year ended March 31, 2005 and the issuance of 600,000 shares,
valued at $22,500, to two persons in the year ended March 31, 2004. This
increase reflected the increase in the level of activities of this line of our
business.

         Consulting fees and salaries and benefits totalled $366,191 for the
year ended March 31, 2005, compared to $352,982 for the year ended March 31,
2004. Consulting fees and salaries and benefits increased by $13,209 because
additional consultants were required for the increased workload.

         Our amortization expenses decreased from $25,199 in the year ended
March 31, 2004 to $22,544 in the year ended March 31, 2005 because of the
reduction in assets required for our new services and the lower asset base.

         Office and miscellaneous expenses increased from $145,678 in 2004 to
$164,879 in 2005 because of the increase in teleconferencing activities
attributable to the increase in our business activities.

         Professional fees during the year ended March 31, 2005 were $47,068
compared with $18,678 during the prior fiscal year. This increase was the result
of the change of auditors in 2003 and the effect of the new auditor's billing
cycle on our monthly expenses.

         Travel and promotion decreased from $7,864 in 2004 to $5,444 in 2005
because number of conferencing shows we have attended this year has decreased.

         Stock based compensation decreased to $-0- for the year ended March 31,
2005 from $18,583 for the prior year as there were no stock options issued for
the year ended March 31, 2005.



                                      -14-
<PAGE>

         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 $(114,897) or $(0.01) per share for the year ended
March 31, 2005. Fully diluted loss per share was the same. Our net loss was
$(163,167) or $(0.01) per share for the year ended March 31, 2004. Our reduced
net loss reflects our improved revenues and steps we have taken to reduce our
expenses

YEAR ENDED MARCH 31, 2003

SALES. Our revenues were $736,364 for the year ended March 31, 2004 compared to
revenues of $568,517 for the year ended March 31, 2003. Our revenues were
achieved primarily from teleconferencing, webcasting, transcription and I.R. Web
Page Management Suite services.

OPERATING EXPENSES. Our operating expenses were $899,684 for the year ended
March 31, 2004, compared to operating expenses of $912,088 or the year ended
March 31, 2003. The decrease in operating expenses was due to the reduction of
stock based compensation expense.

         Our conference call expense increased slightly from $294,925 for the
year ended March 31, 2003 to $315,057 for the year ended March 31, 2004.
Conference call expense reflects the issuance of 600,000 shares, valued at
$22,500, to two persons in the year ended March 31, 2004 and 200,000 shares,
valued at $14,000, to one person in the year ended March 31, 2003. This increase
reflected the increase in the level of activities of this line of our business.

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

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

         Office and miscellaneous expenses increased from $98,076 in 2003 to
$145,678 in 2004 because of the increase in teleconferencing activities
attributable to the increase in our business activities.

         Professional fees during the year ended March 31, 2004 were $18,678
compared with $49,132 during the year ended March 31, 2003. The decrease was due
to the change of auditors and the effect of the new auditor's billing cycle on
our monthly expenses.

         Travel and promotion increased from $2,468 in 2003 to $7,864 in 2004
because there was an increase in the number of conferencing shows we have
attended in 2004.


NET LOSS. Our net loss was $163,167, or $(0.01) per share, for the year ended
March 31, 2004. Our net loss was $343,470 or ($0.03) per share, for the year
ended March 31, 2003.



                                      -15-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         We had cash of $52,995 as of March 31, 2005 compared to cash of $44,524
as of March 31, 2004.

         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. We may, if
the opportunity arises, seek to raise additional capital from the possible sale
of equity securities. There can be no assurance that any additional capital can
be raised or, if equity securities are sold, the terms of any such transaction.
While our intention is to fund our activities out of our revenues and not rely
on raising additional capital for that purpose, there can be no assurance that
we will be successful in that regard.

         Subject to the availability of sufficient funds, we currently intend to
pursue the following business plan during the twelve months ended March 31,
2006:

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

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

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

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

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

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

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

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

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



                                      -16-
<PAGE>

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

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

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


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

          With the exception of historical matters, the matters discussed in
this Report are "forward-looking statements" as defined under the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended, that
involve risks and uncertainties. Forward-looking statements made herein include,
but are not limited to, the statements in this Report regarding our plans and
objectives for our future operations, including plans or objectives relating to
our intentions to provide webcasting and teleconferencing services, streaming
media technology and Web-based tools to create, develop and offer financial news
and information, and other content through the Internet and other dissemination
services and products or services, our plans and objectives regarding revenues
and expenses in future periods, our needs for capital expenditures, research and
development, our ability to maintain our competitive position, our plans and
objectives and needs to raise additional capital, the terms on which such
capital can be raised, the period over which any capital available currently to
us or raised in the future will be sufficient to meet our current or future
levels of operating and other expenses, and our plans regarding the uses of that
capital, as well as any other prospective financial information concerning us.
Forward-looking statements made in this Report include the assumptions made by
management and management's expectations as to the future growth and business
direction of the publication of corporate financial information over the
Internet, e-commerce through the facilities of the Internet and the role of
video and audio production, Internet news broadcasting and websites in the
distribution of financial and securities market sensitive information. They also
include our beliefs as to our ability to compete successfully and maintain our
technological position relative to other providers of streaming media and
Web-based communication services. They also include our beliefs as to the
willingness of public reporting issuers of securities to use our services for
Webcasting and teleconferencing and to broadcast corporate news and information
on the Internet and for us to derive material revenues from providing this
service. We cannot assure you that our assumptions and expectations in this
regard or our views as to the commercial viability of our business plans
discussed herein will prove to be accurate. Likewise, we cannot assure you that
we will be successful in growing our user and customer base as we plan,
attracting companies to use our Internet-based communication services for the
dissemination of their news information, realizing material amounts of
Webcasting or other revenues, achieving any commercial advantage relative to
other financial news dissemination media companies or raising the additional
capital required to support our operations or the terms and conditions on which
such capital can be raised. Our ability to realize revenues and raise additional
capital from the business plans discussed herein cannot be assured. If our
assumptions are incorrect or our webcasting or other growth plans or plans to
realize revenues or raise additional capital fail to materialize, we may be
unsuccessful in developing as a viable business enterprise. Under such
circumstance your entire investment will be in jeopardy and may be lost. Our
business plan has evolved over time, and we expect that our plans will evolve
further in the future. Our inability to meet our goals and objectives or the
consequences to us from adverse developments in general economic or capital
market conditions and our inability to raise additional capital could have a
material adverse effect on us. We caution you that various risk factors
accompany those forward looking statements and are described, among other
places, under the caption "Risk Factors" herein, beginning on page 18. 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.



                                      -17-
<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, 2005 are $2,691,306.
Our total losses since inception through March 31, 2005 are $3,462,822. An
investor must consider the risks, expenses and difficulties frequently
encountered by companies such as ours with a limited history of operations and
revenues. Our business plan has evolved over time and therefore, we experience
additional risks resulting from the changes we make in our business plan. As
changes in the industry further develop, we may need to make further changes to
our business plan. We cannot assure you that we will be successful in addressing
the risks we confront. We cannot assure you that our revenue will grow
sufficiently to assure our future success. We must increase our revenues in
order to continue our operations. New companies, such as ours, experience
expenses, difficulties and unforeseen problems that create a higher risk of
business failure. If we are not successful in overcoming these expenses and
difficulties, our business may fail.



FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

         The report of our independent auditors on their audit of our financial
statements as of March 31, 2005 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,
2005, we had total current assets of $325,616 and total current liabilities of
$746,001. During the second quarter of the fiscal year ended March 31, 2003, we
restructured our operations to reduce and eliminate certain expenses. We believe
that with the increase in our revenues we will be able to support our operations
out of our cash flow. However, there can be no assurance that these expectations
will materialize. We expect to continue, as opportunities arise, to seek to
raise additional capital through the sale of equity securities. We are unable to
state whether we will be able to raise any additional capital from such sources
or the terms on which it may be raised. The sale of our equity securities may
dilute the interests of our existing stockholders.



                                      -18-
<PAGE>

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

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

POSSIBLE INABILITY TO IMPLEMENT OUR BUSINESS STRATEGY

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

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

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

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

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

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

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

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

POSSIBLE INABILITY TO GENERATE REVENUES AND PROFITABLE OPERATIONS



                                      -19-
<PAGE>

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

ANTICIPATED LOSSES IN FUTURE PERIODS

         During the year ended March 31, 2005, we incurred a loss of $(114,897)
on revenues of $1,023,281. We expect that our operating expenses will increase
as we implement our business and marketing strategy due to the following
factors:

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

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

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

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

DEPENDENCE ON WEBCASTING,  TELECONFERENCING AND TRANSCRIPTION REVENUE

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

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

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

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

         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,



                                      -20-
<PAGE>

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

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

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

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

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

         In addition, 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.


                                      -21-
<PAGE>

BRIEF TENURE OF MANAGEMENT; DEPENDENCE ON KEY PERSONNEL

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

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

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

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

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


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

         We must securely receive and transmit confidential information over
public networks and maintain that information on internal systems. Our failure
to prevent security breaches could damage our reputation and expose us to risk
of loss or liability. Our internal systems are accessible to certain of our
employees and we may be unable to prevent the misappropriation of this
information. Our servers are vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to interruptions,
delays or loss of data. We may be required to expend significant capital and
other resources to ensure adequate encryption and additional technologies to
protect against security breaches or to alleviate problems caused by any breach.
If we fail to provide adequate security measures to protect the confidential
information of our customers, our customers may refrain from using our services,
potential customers may not want to use our services, and as a result, our
operating results would be harmed.



                                      -22-
<PAGE>

DEPENDENCE ON LICENSED TECHNOLOGY

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

RAPID TECHNOLOGICAL CHANGE

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

NEW SERVICE RISKS

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

RISKS ASSOCIATED WITH BRAND DEVELOPMENT

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

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.



                                      -23-
<PAGE>

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

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

         Currently, we do not carry general liability insurance intended to
protect us from any liability arising out of the foregoing. In any event,
however, insurance may not cover all potential claims to which we are exposed or
may not be adequate to indemnify us for all liability that may be imposed. Any
imposition of liability that is not covered by insurance or is in excess of our
insurance coverage would have a material adverse effect on our business, results
of operations and financial condition. In addition, the increased attention
focused upon liability issues as a result of these lawsuits and legislative
proposals could impact the overall growth of Internet use.

RELIANCE ON INTELLECTUAL PROPERTY RIGHTS

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

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

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

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

         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.



                                      -24-
<PAGE>

         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 36.9%, 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 the outcome of those actions
requiring the approval of the holders of our voting stock, including amendments
to our Articles of Incorporation and any business combinations. Such persons
concentration of ownership could prevent a change in control of our company that
might otherwise be beneficial to stockholders.

               RISKS APPLICABLE TO THE MARKET FOR OUR COMMON STOCK

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

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

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

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

ITEM 7 - FINANCIAL STATEMENTS:

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


                                      -25-
<PAGE>

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

         During the two fiscal years ended December 31, 2004, our principal
independent accountant did not resign and was not dismissed.

ITEM 8A - CONTROLS AND PROCEDURES

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

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


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

         As a result of the restatement of our consolidated financial
statements, we determined on March 7, 2005 that there was a significant
deficiency in our internal control over financial reporting as of December 31
,2003 related to the way we accounted for the issuance of options granted to the
three consultants and an employee during the fiscal periods for which we
restated our previously reported financial results. We determined that such
significant deficiency did not rise to the level of a material weakness in our
internal control over financial reporting. Because we have corrected our
presentation of our financial results, we believe that we corrected this
significant deficiency.

ITEM 8B. - OTHER INFORMATION

         No information is required to be reported in response to this Item.


                                      -26-
<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                  42              President and Director
Paul Watkins                   41              Secretary, Treasurer and Director
Robert Gamon                   57              Director
Howard Bouch                   59              Director


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

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

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

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

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


                                      -27-
<PAGE>

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

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

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

NOMINATING COMMITTEE.

         We do not have a standing nominating committee. Because our shares of
Common Stock are not listed on any National Securities Exchange in the United
States and are not quoted on any automated quotation system such as NASDAQ, we
are not required to have such a committee. Our Board of Directors is of the view
that because of the limited magnitude of our revenues and operations at this
time, it is appropriate for us not to have a nominating committee. Each of our
Directors has the opportunity to participate in the consideration of nominees
for election as Directors. Our Board of Directors has not adopted a charter for
a nominating committee.

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

DIRECTOR AND OFFICER SECURITIES REPORTS

         The Federal securities laws require our Directors and executive
officers, and persons who own more than ten percent (10%) of a registered class
of our equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of any of our
equity securities. Copies of such reports are required to be furnished to us. To
our knowledge, based solely on a review of the copies of such reports and other
information furnished to us, all persons subject to these reporting requirements
filed the required reports on a timely basis with respect to the year ended
March 31, 2005.


                                      -28-
<PAGE>


CODE OF ETHICS

         We have adopted a Code of Ethics that applies to our principal
executive officer and principal financial and accounting officer. A copy of our
Code of Ethics was filed as an exhibit to our annual report for the fiscal year
ended March 31, 2004

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, 2005 for all services
rendered to us in that year. None of our executive officers received total
annual salary and bonus exceeding $100,000 during the fiscal year ended March
31, 2005.

                           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                                   $
                                 2003        $41,908           -0-            -0-            -0-               -0-
                                 2004        $59,259           -0-            -0-            -0-               -0-
                                 2005        $80,000           -0-            -0-            -0-               -0-
</TABLE>


EMPLOYMENT AGREEMENTS

         During the year ended March 31, 2005, the services of Messrs. Kathler,
Watkins and Gamon were provided pursuant to the terms of consulting agreements
that expired on March 31, 2005 without being renewed.

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

         The following table provides the names and addresses of each person
known to us to own more than 5% of our outstanding common stock as of June 21,
2005 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       11%
         Director, President




                                      -29-
<PAGE>

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

         Paul Watkins(4)                   817,500 shares           5.5%
         Secretary, Treasurer, and
         Director

         Robert Gamon (5)                1,780,000 shares           12%
         Director

         Howard Bouch                    2,116,000 shares           14.1%
         Grove House, 13 Low Seaton
         Workington, Cumbria
         England CA14 1PR

         Cheryl Watkins (6)                817,500 shares           5.5%

         All Officers and Directors      5,531,000shares            36.9%
         as a Group (4 persons)
--------------------------------------------------------------------------------
(1) Unless otherwise indicated, the address of such person is c/o of the
Company.
(2) Under Rule 13d-3, certain shares may be deemed to be beneficially owned by
more than one person (if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the shares
(for example, upon exercise of an option) within 60 days of the date as of which
the information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason of
these acquisition rights. As a result, the percentage of outstanding shares of
any person as shown in this table does not necessarily reflect the person's
actual ownership or voting power with respect to the number of shares of Common
Stock actually outstanding at June 21, 2005. As of June 21, 2005, there were
14,988,000 shares of the Company's common stock issued and outstanding. In
addition, there were 150,000 shares subject to options exercisable within 60
days of June 21, 2005.
(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) 1,635,000 shares of common stock are beneficially owned by Robert Gamon and
are registered in the name of 549419 BC Ltd., a private company controlled by
Mr. Gamon. Mr. Gamon also purchased an aggregate of 240,000 shares which he
holds through 549419 BC Ltd.
(6) Excludes 817,500 shares held by Ms. Watkins' husband as to which Ms. Watkins
disclaims a beneficial interest. Paul Watkins and Cheryl Watkins are husband and
wife.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


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

         The following table provides information as of March 31, 2005 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:


                                      -30-
<PAGE>

EQUITY COMPENSATION PLAN INFORMATION


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

<S>                                   <C>                      <C>                      <C>
Equity compensation plans             150,000                  $0.72                    1,653,450
approved by security holders

Equity compensation plans
not approved by security
holders

Total                                 150,000                                           1,653,450
</TABLE>



ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

         Effective March 31, 2004, we entered into one-year consulting
agreements with Kathler Holdings Inc. for the services of Brian Kathler, our
President and a Director, 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. These agreements expired on March 31, 2005 without
being renewed.

         As of March 31, 2005, we are indebted to Kathler Holdings Inc. in the
amount of $162,645, Watkins Communications Inc. in the amount of $163,189 and to
Robert Gamon in the amount of $163,310. The aggregate amount of these sums is
shown in our consolidated balance sheet at March 31, 2005 as Due to related
parties. These sums include amounts owing on account of services rendered by
Messrs. Kathler, Watkins and Gamon under the terms of consulting agreements
pursuant to which their services are rendered. These sums also include $54,125,
principal and accrued interest owing to each such persons at the maturity on
December 31, 2004 of the 3% convertible promissory notes issued in March 2002
and described in the following paragraph.

         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. The
notes provided that interest was payable on the notes at 3% per annum (5% if
past due) and was 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 was convertible at any time into shares of our common stock. The notes
became due and payable on December 31, 2004. At maturity of the notes on
December 31, 2004, we agreed with the holders to cancel the notes and to treat
the principal and interest accrued through December 31, 2004 as an unsecured
general liability without interest or conversion rights. There is no interest
accruing on this obligation at this time and there is no understanding or
agreement as to repayment of this debt. The obligation has been included in
amounts owing to related parties at year end.



                                      -31-
<PAGE>

         On June 11, 2003, we received a loan in the amount of $18,356 from
Robert Gamon, a director of our company. We issued a Promissory Note to Mr.
Gamon. Interest accrues and is payable on the outstanding principal at the rate
of 6% per annum, payable monthly. The term of the Promissory Note is one year,
expiring on June 11, 2004. The loan is not secured. During the current year, the
Company has repaid to the Director in full, principal and interest in the amount
of $5,191 and $56. As of March 31, 2005, the loan was paid out in full.





                                      -32-
<PAGE>



                                     PART IV

ITEM 13 - EXHIBITS:


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

<S>         <C>                   <C>
            3.1                   Articles of Incorporation*

            3.2                   By-Laws of the Company*

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

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

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

            10.4                  Consulting Contract dated March 31, 2004 with Robert Gamon**
            10.5                  Promissory Note dated June 11, 2003 issued to Robert Gamon**

            14                    Code of Ethics**

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

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

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

            32.1                  Certification  of President and Chief Executive  Officer Pursuant to Section 1350
                                  (furnished, not filed)***

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

--------------------------
* Filed as an exhibit to the Registrant's Registration Statement on Form 10-SB
filed June 29, 1999 (File No. 0-26535).
** Filed as an Exhibit to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended March 31, 2004.
*** Filed or furnished herewith




                                      -33-
<PAGE>

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES:

         The following sets forth fees we incurred for services provided by
Telford, Sadovnick, P.L.L.C for accounting services rendered during the years
ended March 31, 2005 and March 31, 2004 for audit rendered during those years:

<TABLE>
<CAPTION>
                                      Audit Fees            Audit Related Fees       Tax Fees        All Other Fees
                              ------------------- ----------------------------- -------------- ---------------------

<S>                                      <C>                   <C>                   <C>                <C>
        2005                             $15,118               -                      -                 -
        2004                             $14,328               -                      -                 -

</TABLE>

Our Board of Directors believes that the provision of the services during the
years ended December 31, 2004 and December 31, 2003 is compatible with
maintaining the independence of Telford, Sadovnick, P.L.L.C. Our Audit Committee
approves before the engagement the rendering of all audit and non-audit services
provided to our company by our independent auditor. Engagements to render
services are not entered into pursuant to any pre-approval policies and
procedures adopted by the Audit Committee. The services provided by Telford,
Sadovnick, P.L.L.C. included under the caption Audit Fees include services
rendered for the audit of our annual financial statements, the review of our
quarterly financial reports, the issuance of consents, and assistance with
review of documents filed with the Securities and Exchange Commission.



                                      -34-
<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                        July 12, 2005
----------------------------                Executive Officer and Principal
Brian Kathler                               Financial and Accounting Officer
                                            and Director)


 /s/ Paul Watkins                           Director                                    July 12, 2005
----------------------------
Paul Watkins


 /s/ Robert Gamon                           Director                                    July 12, 2005
----------------------------
Robert Gamon



/s/ Howard Bouch                            Director                                    July 12, 2005
----------------------------
Howard Bouch

</TABLE>


                                      -35-

<PAGE>






















                            VIAVID BROADCASTING INC.


                        CONSOLIDATED FINANCIAL STATEMENTS
                      (EXPRESSED IN UNITED STATES DOLLARS)


                             MARCH 31, 2005 AND 2004
































<PAGE>



                                TABLE OF CONTENTS






                                                                          Page
                                                                          ----

Report of Independent Registered Public Accounting Firm                   3

Consolidated Balance Sheets                                               4

Consolidated Statements of Operations and Comprehensive Loss              5

Consolidated Statements of Stockholders' Equity (Deficiency)              6

Consolidated Statements of Cash Flows                                     7

Notes to the Consolidated Financial Statements                            8 - 19













                                       2
<PAGE>







             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
ViaVid Broadcasting Inc.

We have audited the accompanying Consolidated Balance Sheets of ViaVid
Broadcasting Inc. as of March 31, 2005 and 2004 and the related Consolidated
Statements of Operations and Comprehensive Loss, Stockholders' Equity
(Deficiency) and Cash Flows for each of the years then ended. These consolidated
financial statements are the responsibility of ViaVid Broadcasting Inc.'s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion

In our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ViaVid Broadcasting
Inc., as of March 31, 2005 and 2004, and the results of its operations and its
cash flows for each of the years then ended in conformity with accounting
principles generally accepted in the United States of America.

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



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

                                                 CERTIFIED PUBLIC ACCOUNTANTS


Bellingham, Washington
June 9, 2005






                                       3
<PAGE>



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

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

                                                                                                  March 31,       March 31,
                                                                                                       2005            2004
                                                                                           ---------------- ---------------

<S>                                                                                        <C>              <C>
ASSETS

CURRENT
    Cash and cash equivalents                                                              $        52,995  $        44,524
    Short-term investments                                                                             197            2,473
    Accounts receivable                                                                            272,424          197,598
                                                                                           ---------------- ---------------

    Total current assets                                                                           325,616          244,595

PROPERTY AND EQUIPMENT                                                                              59,751           69,815
                                                                                           ---------------- ---------------

TOTAL ASSETS                                                                               $       385,367  $       314,410
                                                                                           ================ ===============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT
    Accounts payable and accrued liabilities                                               $       256,857  $       184,061
    Due to related parties                                                                         489,144          265,086
    Convertible promissory notes                                                                     -              150,000
                                                                                           ---------------- ---------------

    Total current liabilities                                                                      746,001          599,147
                                                                                           ---------------- ---------------

COMMITMENTS (NOTE 12)

STOCKHOLDERS' DEFICIENCY
    Capital stock
       Authorized
             25,000,000 common voting stock with a par value of
             $0.001 per share
       Issued
             14,988,000 common stock (13,523,000 at March 31, 2004)                                 14,988           13,523

    Additional paid-in capital                                                                   3,147,736        3,030,701
    Subscriptions received in advance                                                                -               79,500
    Deficit                                                                                     (3,452,965)      (3,366,508)
    Accumulated other comprehensive loss                                                           (70,393)         (41,953)
                                                                                           ---------------- ---------------

    Total stockholders' deficiency                                                                (360,634)        (284,737)
                                                                                           ---------------- ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                             $       385,367  $       314,410
                                                                                           ================ ===============
</TABLE>







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


                                       4
<PAGE>



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

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

                                                                                               Year Ended        Year Ended
                                                                                                March 31,          March 31,
                                                                                                     2005               2004
                                                                                          ---------------- -----------------



<S>                                                                                       <C>              <C>
REVENUE
    Teleconferencing, webcasting and transcription income                                 $     1,023,281  $      736,364
                                                                                          ---------------  --------------


EXPENSES
    Amortization                                                                                   22,544          25,199
    Bad debts                                                                                       4,021           1,680
    Conference calls                                                                              477,597         315,057
    Consulting                                                                                    295,091         298,335
    Interest                                                                                        3,532           5,094
    Office and miscellaneous                                                                      164,879         145,678
    Professional fees                                                                              47,068          18,678
    Rent                                                                                           19,357           8,869
    Salaries and benefits                                                                          71,100          54,647
    Stock based compensation                                                                           -           18,583
    Travel and promotion                                                                            5,444           7,864
                                                                                          ---------------  --------------

                                                                                                1,110,633         899,684

LOSS BEFORE OTHER ITEMS                                                                           (87,352)       (163,320)
                                                                                          ---------------- ---------------

OTHER ITEMS
    Gain on sale of property and equipment                                                            462          -
    Interest income                                                                                   433             153
                                                                                          ---------------  --------------

                                                                                                      895             153
                                                                                          ---------------  --------------

NET LOSS                                                                                          (86,457)       (163,167)

OTHER COMPREHENSIVE LOSS                                                                          (28,440)        (27,822)
                                                                                          ---------------  --------------

COMPREHENSIVE LOSS                                                                        $      (114,897) $    (190,989)
                                                                                          ===============  =============

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

WEIGHTED AVERAGE NUMBER OF SHARES
    OF COMMON STOCK OUTSTANDING                                                                14,585,357     12,990,398
                                                                                          ===============  =============

</TABLE>






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


                                       5
<PAGE>



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

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

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

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

Net loss                            -           -               -            -           (163,167)                -        (163,167)

Foreign currency
    translation                     -           -               -            -                  -           (27,822)        (27,822)
                                                                                                                                  -

Shares issued for
  - consulting                                                                                                               22,500
    fees                      600,000         600          21,900            -                  -                 -
  - cash                      500,000         500          49,500            -                  -                 -          50,000

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

Stock-based
    compensation                    -           -          18,583            -                  -                 -          18,583
                           ----------      ------       ---------       ------         ----------           -------        --------

BALANCE AT
MARCH 31, 2004             13,523,000      13,523       3,030,701       79,500         (3,366,508)          (41,953)       (284,737)

Net loss                            -           -               -            -            (86,457)                -         (86,457)

Foreign currency
    translation                     -           -               -            -                  -           (28,440)        (28,440)

Shares issued for
  - consulting
    fees                      670,000         670          38,330            -                  -                 -          39,000
  - cash                      795,000         795          78,705            -                  -                 -          79,500

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

BALANCE AT
MARCH 31, 2005             14,988,000     $14,988      $3,147,736      $     -        $(3,452,965)         $(70,393)      $(360,634)
                           ==========      ======       =========       ======         ==========           =======        ========
</TABLE>






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


                                       6
<PAGE>



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

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

                                                                                      Year Ended          Year Ended
                                                                                       March 31,           March 31,
                                                                                            2005                2004
                                                                              ------------------- -------------------



<S>                                                                            <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                   $        (86,457)    $       (163,167)
    Items not affecting cash:
       Amortization                                                                      22,544               25,199
       Foreign currency translation                                                     (28,440)             (27,822)
       Stock-based compensation                                                               -               18,583
       Consulting fees                                                                   39,000               22,500
       Gain on sale of property and equipment                                              (462)                   -

    Changes in non-cash working capital items:
       Increase in accounts receivable                                                  (74,826)             (83,139)
       Decrease (increase) in short-term investments                                      2,276               (2,473)
       Increase in accounts payable and
         accrued liabilities                                                             72,796                7,704
                                                                               ----------------     ----------------

    Net cash (used in) operating activities                                             (53,569)            (202,615)
                                                                               ----------------     ----------------


CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of property and equipment                                               (13,261)              (9,725)
    Proceeds from sale of property and equipment                                          1,242                    -
                                                                               ----------------     ----------------

    Net cash (used in) investing activities                                             (12,019)              (9,725)
                                                                               ----------------     ----------------


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from shares issued                                                          79,500               50,000
    Subscriptions received in advance                                                   (79,500)              79,500
    Loans from related parties                                                           74,059              125,544
                                                                               ----------------     ----------------

    Net cash provided by financing activities                                            74,059              255,044
                                                                               ----------------     ----------------


CHANGE IN CASH AND CASH EQUIVALENTS FOR THE YEAR                                          8,471               42,704

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                             44,524                1,820
                                                                               ----------------     ----------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                         $         52,995     $         44,524
                                                                               ================     ================

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 11)

</TABLE>

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



                                       7
<PAGE>



VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(Expressed in United States Dollars)
================================================================================


1.       NATURE OF OPERATIONS

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


2.       GOING CONCERN

         As at March 31, 2005, the Company has an accumulated deficit of
         $3,452,965 and a working capital deficiency of $420,385. 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. The Company may, as and
         when opportunities arise, seek to raise additional equity from the sale
         of shares of common stock.

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

3.       CORRECTION OF AN ERROR

         Subsequent to the year ended March 31, 2004, the Company noted an error
         and accordingly, the management of the Company corrected the error to
         expensing stock-based compensation expenses as incurred. The effect of
         the correction of the error on the consolidated financial statements
         for the 2004 fiscal year is that $18,583 of stock-based compensation
         expenses were recognized. The overall effect of the restatement is as
         follows:

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

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

              Opening deficit                                $    3,203,341
              Net loss for the year                                 144,584
              --------------------------------------------- --------------------

              Closing deficit                                     3,347,925
              --------------------------------------------- --------------------

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

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

              Closing deficit                                     3,366,508
              --------------------------------------------- --------------------

              Change in closing deficit                              18,583
              --------------------------------------------- --------------------


                                       8
<PAGE>



VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(Expressed in United States Dollars)
================================================================================

3.       CORRECTION OF AN ERROR (cont'd...)

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

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

              Prior to change in an error                               2004
              ----------------------------------------------- ------------------

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

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




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

              Opening Additional Paid-in-Capital               $    2,940,718
              Shares issued for:
                  Consulting fees                                      21,900
                  Cash                                                 49,500
                  Stock-based compensation                             18,583
              ----------------------------------------------- ------------------

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

              Change in closing Additional Paid-in-Capital             18,583
              ----------------------------------------------- ------------------


4.       SIGNIFICANT ACCOUNTING POLICIES

         The consolidated financial statements have, in managements' opinion,
         been properly prepared within reasonable limits of materiality and
         within the framework of the significant accounting policies summarized
         below:

         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. Estimates are used for, but not limited to, the
         accounting for doubtful accounts, amortization, taxes and
         contingencies. Actual results in future periods could be different from
         these estimates made in the current year.



                                       9
<PAGE>



VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(Expressed in United States Dollars)
================================================================================

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

         PRINCIPLES OF CONSOLIDATION

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

         CASH AND CASH EQUIVALENTS

         Cash consists of cash on deposit with a high quality financial
         institution, and to date, the Company has not experienced losses on any
         of its balances. The carrying amounts approximate fair market value due
         to the liquidity of these deposits.

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

         TRADING SECURITIES AND AVAILABLE-FOR-SALE SECURITIES

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

         PROPERTY AND EQUIPMENT

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

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

         Reviews are regularly performed to determine whether facts and
         circumstances exist which indicate that the carrying amount of assets
         may not be recoverable or that the useful life is shorter than
         originally estimated. The Company assesses the recoverability of its
         assets held for use by comparing the projected undiscounted net cash
         flows associated with the related asset or group of assets over their
         remaining lives against their respective carrying amounts. Impairment,
         if any, is based on the excess of the carrying amount over the fair
         value of those assets. If assets are determined to be recoverable, but
         the useful lives are shorter than originally estimated, the net book
         value of the assets is depreciated over the newly determined remaining
         useful lives.

         LOSS PER SHARE

         Basic loss per share is computed by dividing net loss available to
         common shareholders by the weighted average number of common shares
         outstanding in the year. Diluted loss per share takes into
         consideration common shares outstanding (computed under basic loss per
         share) and potentially dilutive common shares. The weighted average
         number of shares outstanding at March 31, 2005, 14,585,357 (2004 -
         12,990,398) do not include the Nil (2004 - Nil) warrants outstanding
         and the 150,000 (2004 - 540,000) stock options as their effect would be
         anti-dilutive.


                                       10
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(Expressed in United States Dollars)
================================================================================

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

         TRAVEL AND PROMOTION EXPENSES

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

         INCOME TAXES

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

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

         ADVERTISING

         Advertising costs are expensed as incurred.

         STOCK-BASED COMPENSATION

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

         FINANCIAL INSTRUMENTS

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

         REVENUE RECOGNITION

         The Company recognizes revenue in accordance with the Securities and
         Exchange Commission's Staff Accounting Bulletin ("SAB") No. 101,
         "Revenue Recognition in Financial Statement", SAB No. 104, "Revenue
         Recognition", and other authoritative accounting literature. Revenue is
         derived from the following sources: Teleconferencing, Webcasting,
         ViaVision, IR Page and Transcription Services. The recognition of gross
         revenue is in accordance with criteria established in Emerging Issues
         Task Force Issue (EITF) No. 99-19.

         For teleconferencing customers, the Company charges a per-minute fee
         based on each phone participant's actual participation time on the
         conference.

                                       11
<PAGE>



VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(Expressed in United States Dollars)
================================================================================

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

         REVENUE RECOGNITION (cont'd...)

         For webcasting services, the Company charges a flat fee for the
         addition of an audio/video webcast, in addition to the per participant
         per minute fee for teleconferencing services.

         For ViaVision services, the Company charges a flat fee 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 I.R. Web Page Management services, the Company charges a flat fee
         on a quarterly basis.

         For transcription services, the Company charges a flat rate fee based
         on the turnaround time.

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

         FOREIGN CURRENCY TRANSLATION

         The accounts of the Company and its foreign subsidiary are expressed in
         United States dollars, its functional currency. The consolidated
         financial statements of the Company are translated to United States
         dollars in accordance with SFAS No. 52, "Foreign Currency Translation".
         Current monetary assets and liabilities denominated in foreign
         currencies are translated at the rate in effect at the balance sheet
         date. Other balance sheet items and revenues and expenses are
         translated at the rates prevailing on the respective translation dates.
         Translation gains and losses relating to monetary items and revenue and
         expenses denominated in foreign currencies are included in the
         Statement of Operations.

         OPERATING SEGMENTS

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

         COMPREHENSIVE INCOME

         The Company reports comprehensive income or loss in accordance with the
         provisions of SFAS No. 130, "Reporting Comprehensive Income". SFAS No.
         130 establishes standards for reporting comprehensive income and its
         components in financial statements. Comprehensive income or loss, as
         defined, includes all changes in equity (net assets) during a period
         from non-owner services.

         RECENT ACCOUNTING PRONOUNCEMENTS

     a)  On March 31, 2004, the EITF issued EITF 04-3, "Mining Assets'
         Impairment and Business Combinations" which evaluated certain issues
         related to values in mining properties beyond proven and probable
         reserves ("VBPP") and the effects of anticipated fluctuations in the
         future market price of minerals. The EITF reached a consensus that fair
         value of mining properties generally include both VBPP and the effects
         of anticipated fluctuations in the future market price of minerals and
         that entities should generally include both in determining the fair
         value allocated to mining assets in a purchase price allocation and in
         the cash flow analysis (both discounted and


                                       12
<PAGE>


VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
Expressed in United States Dollars)
================================================================================

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

         RECENT ACCOUNTING PRONOUNCEMENTS (cont'd...)

         undiscounted) used for determining whether a mining asset should be
         impaired. The consensus is effective for reporting periods beginning
         after March 31, 2004, with early adoption permitted. The Company has
         adopted EITF 04-3. The adoption of EITF No. 04-3 did not have any
         impact on its financial position or results of operations or cash
         flows.

     b)  In November 2004, FASB issued Statement of Financial Accounting
         Standards No. 151, "Inventory Costs". This Statement amends the
         guidance in ARB No. 43, Chapter 4, Inventory Pricing, "to clarify the
         accounting for abnormal amounts of idle facility expense, freight,
         handling costs and wasted material (spoilage). In addition, this
         Statement requires that allocation of fixed production overheads to the
         costs of conversion be based on the normal capacity of the production
         facilities. The provisions of this Statement will be effective for the
         Company beginning with its fiscal year ending 2006. The Company has
         determined that the adoption of SFAS 151 does not have an impact on its
         financial position or results of operations or cash flows.

     c)  In December 2004, FASB issued SFAS No. 153, "Exchanges of Non-monetary
         Assets - an amendment of APB Opinion No. 29". This Statement amended
         APB Opinion 29 to eliminate the exception of non-monetary exchanges of
         similar productive assets and replaces it with a general exception for
         exchanges of non-monetary assets that do not have commercial substance.
         A non-monetary exchange has commercial substance if the future cash
         flows of the entity are expected to change significantly as a result of
         the exchange. The Company has determined that the adoption of SFAS 153
         does not have an impact on its financial position or results of
         operations or cash flows.

     d)  In December 2004, FASB issued SFAS No. 123 (revised 2004), "Share-Based
         Payment". This Statement requires that the cost resulting from all
         share-based transactions be recorded in the financial statements. The
         Statement establishes fair value as the measurement objective in
         accounting for share-based payment arrangements and requires all
         entities to apply a fair-value-based measurement in accounting for
         share-based payment transactions with employees. The Statement also
         establishes fair value as the measurement objective for transactions in
         which an entity acquires goods or services from non-employees in
         share-based payment transactions. The Statement replaces FASB Statement
         No. 123 "Accounting for Stock-Based Compensation" and supercedes APB
         Opinion No. 25 "Accounting for Stock Issued to Employees". The
         provisions of this Statement will be effective for the Company
         beginning with its fiscal year ending 2007. The Company has determined
         that the adoption of SFAS 123 (revised 2004) does not have an impact on
         its financial position or results of operations or cash flows.

     e)  The Emerging Issues Task Force ("EITF") has evaluated certain mining
         industry accounting issues, including issues arising from the
         application of SFAS No. 141, "Business Combinations" and SFAS No. 142,
         "Goodwill and Other Intangible Issues" that included whether mineral
         interest conveyed by leases represent tangible or intangible assets and
         the amortization of such assets. On March 31, 2004, the EITF reached a
         consensus and issued EITF 04-2, "Whether Mineral Rights are Tangible or
         Intangible Assets" ("EITF 04-2"), that mineral interest conveyed by
         leases should be considered tangible assets. On April 30, 2004, the
         Financial Accounting Standards Board ("FASB") issued amended SFAS 141
         and SFAS 142 to provide that certain mineral use rights are considered
         tangible assets and that mineral use rights should be accounted for
         based on their substance. The amendment was effective for the first
         reporting period beginning after April 29, 2004, with early adoption
         permitted. The Company has adopted EITF No. 04-2.



                                       13
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(Expressed in United States Dollars)
================================================================================

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

         RECENT ACCOUNTING PRONOUNCEMENTS (cont'd...)

         Management does not believe that any other recently issued, but not yet
         effective, accounting standards, if currently adopted, could have a
         material effect on the accompanying consolidated financial statements.

         COMPARATIVE FIGURES

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


5.       PROPERTY AND EQUIPMENT

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

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

<S>                                                                <C>             <C>               <C>
        MARCH 31, 2005
            Computer equipment                                     $      197,789  $      152,424    $       45,365
            Office furniture                                               17,011          11,892             5,119
            Telephone and video equipment                                  41,940          32,673             9,267
                                                                   --------------  --------------    --------------

                                                                   $      256,740  $      196,989    $       59,751
                                                                   ==============  ==============    ===============

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

                                                                   $      244,261  $      174,446    $       69,815
                                                                   ==============  ==============    ===============
</TABLE>


6.       RELATED PARTY TRANSACTIONS

         The Company entered into the following transactions with related
         parties:

     a)  Paid or accrued consulting fees in the amount of $281,556 (2004 -
         $266,075) to three directors of the Company.

     b)  During the year ended March 31, 2004, the Company received a loan in
         the amount of $18,539 from a director. The Company issued a Promissory
         Note to the Director. Interest accrued and was payable on the
         outstanding principal at the rate of 6% per annum, payable monthly. The
         term of the Promissory Note was one year, expiring on June 11, 2004.
         During the year ended March 31, 2005, the Company repaid to the
         Director in full, including all principal and interest in the amount of
         $5,191 and $56 (2004 - $13,348 and $583 respectively).


                                       14
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(Expressed in United States Dollars)
================================================================================

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

         c)  During the fiscal year ended March 31, 2002, the Company issued
             three 3% convertible promissory notes of $50,000 each for a total
             debt of $150,000 to related parties (Note 7). During the year ended
             March 31, 2005, the Company accrued interest payable in the amount
             of $3,375 (2004 - $4,500). At maturity on December 31, 2004, the
             convertible promissory notes were surrendered to the Company for
             cancellation and the noteholders remain general unsecured creditors
             of the Company and the obligation has no maturity date and bears no
             interest.

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

         Amounts due to related parties are unsecured and are non-interest
         bearing; therefore the fair value of the amounts owed to the related
         parties are not determinable.


7.       CONVERTIBLE PROMISSORY NOTES

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

                                                                                         March 31,         March 31,
                                                                                              2005              2004
                                                                                  ---------------- -----------------

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

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

        Long-term                                                                 $           -    $             -
                                                                                  =============    ===============
</TABLE>



                                       15
<PAGE>



VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(Expressed in United States Dollars)
================================================================================

8.       CAPITAL STOCK

         WARRANTS

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

                                                                                         March 31,         March 31,
                                                                                              2005              2004
                                                                                 ----------------- -----------------

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

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

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

9.       INCOME TAXES

     a)  Income tax provision

         A reconciliation of the income tax benefit (provisions) with amounts
         determined by applying the statutory rate of 34% (2004 - 34%) to income
         before income taxes. The difference results from the following items:

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

                                                                                    2005               2004
                                                                         ---------------- ------------------

<S>                                                                           <C>              <C>
         Net loss for the year                                                $ (86,457)       $  (163,167)
                                                                         ---------------- ------------------

         Computed expected (benefit of) income taxes                            (29,395)           (55,477)
         Foreign tax rate differential                                          (10,956)             8,845
         Increase in valuation allowance                                         40,351             46,632
                                                                         --------------   ----------------

         Income tax recovery                                             $             -  $              -
                                                                         ===============  ================
</TABLE>


     b)  Future income taxes

         The tax effects of temporary differences that give rise to significant
         components of deferred tax assets and liabilities by applying the
         statutory tax rates of 34% (2004 - 34%) are as follows:

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

                                                                                    2005               2004
                                                                         ---------------- ------------------

<S>                                                                        <C>            <C>
         Deferred income tax assets                                        $  1,004,091   $        963,740
         Total income tax operating loss carry forward                       (1,004,091)          (963,740)
                                                                         --------------   ----------------

         Valuation allowance                                             $            -   $              -
                                                                         ==============   ================
</TABLE>



                                       16
<PAGE>


VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(Expressed in United States Dollars)
================================================================================

9.       INCOME TAXES (cont'd...)


     c)  The Company has incurred operating losses and approximately $576,861 in
         the United States and $2,330,669 in Canada, which if unutilized, will
         expire through to 2025 and 2015 respectively. Future tax benefits,
         which may arise as a result of these losses have not been recognized in
         these consolidated financial statements and have been offset by a
         valuation allowance. The follow table lists the fiscal year in which
         the loss was incurred and the expiration date of the operating loss
         carry forwards:


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

                                   US Income Tax Operating               Canadian Income Tax Operating
                                   Loss Carry Forward                    Loss Carry Forward
                                   ------------------------------------- --------------------------------------

                  Year             Amount            Expiration Date     Amount                Expiration Date
                  ---------------- ----------------- ------------------- ----------------- --------------------

<S>               <C>               <C>                            <C>     <C>                        <C>
                  1999              $       155,344                2019    $      384,852                 2006
                  2000                           24                2020           321,773                 2007
                  2001                       16,602                2021           791,754                 2008
                  2002                      222,442                2022           466,224                 2009
                  2003                      120,043                2023           208,274                 2010
                  2004                       33,503                2024            97,281                 2011
                  2005                       28,903                2025            60,511                 2015
                                    ---------------                        --------------

                                    $       576,861                        $    2,330,669
                                    ===============                        ===============
</TABLE>


10.      STOCK-BASED COMPENSATION EXPENSE

         Following is a summary of the stock option activities:

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

                                                                        March 31, 2005               March 31, 2004
                                                                        --------------               --------------

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

<S>                                                                     <C>       <C>               <C>       <C>
               Outstanding, beginning of the year                       540,000   $      0.37       530,000   $      0.43
                   Granted                                                    -             -       200,000          0.19
                   Forfeited                                           (390,000)         0.24      (190,000)         0.35
                                                                  -------------   -----------  ------------   -----------

               Outstanding, end of the year                             150,000   $      0.72       540,000   $      0.37
                                                                  =============   ===========  ============   ===========
</TABLE>


         The weighted average fair value of options granted to employees,
         non-employees and consultants during the year was approximately $Nil
         (2004 - $0.19) per option.



                                       17
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(Expressed in United States Dollars)
================================================================================

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

         Following is a summary of the status of options outstanding at March
         31, 2005:

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

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

<S>                                                             <C>                                   <C>
         $   0.20                                               50,000                                0.44
             0.10                                               25,000                                1.33
             0.10                                               25,000                                1.52
             0.20                                               25,000                                1.96
             3.50                                               25,000                                4.92
                                                      ----------------

                                                               150,000
                                                      ================
</TABLE>

         COMPENSATION

         During the year ended March 31, 2005, the Company granted NIL (2004 -
         200,000) stock options to consultants and employees and accordingly,
         the stock-based compensation recognized using the Black Scholes Option
         Pricing Model was $NIL (2004 - $18,583). Compensation costs for
         consultant and employees are recognized on the basis of fair value
         pursuant to the Statement of Financial Accounting Standards No. 123.

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

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

                                                                                 March 31                   March 31
                                                                                     2005                      2004
                                                                      -------------------        -------------------

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

</TABLE>


11.      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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

                                                                                       March 31, 2005     March 31, 2004
                                                                                     ================= ==================

<S>                                                                                  <C>               <C>
         Cash received from interest                                                 $           433   $           153
                                                                                     ================= ==================

         Cash paid for interest                                                      $         3,532   $         5,094
                                                                                     ================= ==================

         Cash paid for income taxes                                                  $            -    $            -
                                                                                     ================= ==================
</TABLE>



                                       18
<PAGE>

VIAVID BROADCASTING INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
(Expressed in United States Dollars)
================================================================================

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

         The following non-cash, investing and financing transactions occurred
         during the year ended March 31, 2005:

         The Company issued 670,000 shares of common stock at an agreed value of
         $39,000 for consulting services.

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

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


12.      COMMITMENTS

         The Company has no significant commitments with any parties respecting
         executive compensation, consulting agreements or other matters. Rental
         of Company premises is on a month-to-month basis.


13.      SUBSEQUENT EVENTS

     a.  Consulting Agreement

              Subsequent to the year ended, the Company entered into an
              agreement with The Technology Communications Group, Inc. ("TTC")
              in which TTC will undertake a comprehensive communications program
              on behalf of the Company to include investor relations and media
              communication services as well as introduction to potential
              investors, merger and acquisition partners, buyout partners,
              strategic alliance partners and/or media partners to the Company
              in return for compensation as follows:

              i) Compensation for Services.

              The Company agrees to retain TTC as investor relations and
              corporate communication consultants for a period of at least six
              months. The Company agrees to pay TTC a monthly fee of $2,500 for
              those services.

              ii) Compensation for Initial Investment

              The Company agrees to pay TTC 1% of the fair market value of
              invested and/or loaned monies to the Company from investors
              ("Investor") introduced by TTC to the Company.

              iii) Other Investments

              For a period of three years after the Company's receipt of any
              initial and/or loan by Investor, should the Investor invest
              additionally in the Company, the Company agrees to pay TTC a fee
              of 1/2% of the gross fair market value of the additional
              investment.


                                       19