<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

     [X]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (D) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                For the quarterly period ended June 30, 2003

      [ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                           Commission File No. 0-26351

                                 IVIDEONOW, INC.
                                 ---------------

                 (Name of Small Business Issuer in its Charter)


              Delaware                                      77-0398908
----------------------------------------           -----------------------------
    (State  or  other  jurisdiction  of                      (I.R.S.  Employer
     incorporation  of  organization                      Identification  No.)



     383 Inverness Parkway, Suite 100, Englewood, Colorado 80112
     ----------------------------------------------------------------------
                      Address of principal executive office

                                 (720) 889-0133
                                 --------------
                            Issuer's telephone number

Check  whether  the  issuer  has (1) filed all reports required by Section 12 or
5(d) of the Exchange Act during the past 12 months, and (2) been subject to such
filing  requirements  for  the  past  ninety  (90)  days.  Yes  (  X  )  No  ( )

As of June 30, 2003, 30,000,000 shares of Common Stock were outstanding.



<PAGE>



                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)





<TABLE>
<CAPTION>


                                                           TABLE OF CONTENTS

                                                                                                      Pages
                                                                                                   -------------
<S>     <C>                                                                                            <C>

PART 1: FINANCIAL INFORMATION

ITEM 1 - Financial Statements

      Independent Accountants' Report                                                                   2

      Condensed Balance Sheet (Unaudited) as of June 30, 2003                                           3

      Condensed Statements of Operations (Unaudited)
           For the Quarter and Year-to-date Periods Ended June 30, 2003 and 2002 (Unaudited),
           For the period from January 1, 2002 (Inception) to June 30, 2003                             4

      Condensed Statements of Cash Flows (Unaudited)
           For the Year-to-date Periods Ended June 30, 2003 and 2002 (Unaudited),
           For the period from January 1, 2002 (Inception) to June 30, 2003                             5

      Selected Information - Substantially All Disclosures Required by Generally
           Accepted Accounting Principles are Not Included                                            6 - 7

ITEM 2 - Plan of Operations                                                                           8 - 10


</TABLE>



<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT





July 22, 2003




To The Board of Directors and Stockholders of
iVideoNow, Inc.
Englewood, Colorado  80112

We have reviewed the accompanying condensed balance sheet of iVideoNow,  Inc. (a
Delaware  Development  Stage Company) as of June 30, 2003, the related condensed
statements of  operations  for quarter and  year-to-date  periods ended June 30,
2003 and 2002,  and for the period from January 1, 2002  (inception) to June 30,
2003, and the condensed  statements of cash flows for the  year-to-date  periods
ended June 30, 2003 and 2002 and for the period from January 1, 2002 (inception)
to June 30, 2003.  These  financial  statements  are the  responsibility  of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to such condensed financial statements for them to be in conformity with
generally accepted accounting principles.

Note 16 of the Company's audited  financial  statements as of December 31, 2002,
and for the year then ended  discloses  that the Company has incurred net losses
since inception and has experienced  severe  liquidity  problems.  Our auditor's
report on those financial statements includes an explanatory paragraph referring
to the matters in Note 16 of those  financial  statements  and  indicating  that
these matters raised  substantial  doubt about the Company's ability to continue
as a going concern.  As indicated in Note 8 of the Company's  unaudited  interim
condensed  financial  statements as of June 30, 2003,  and for the three and six
months then ended,  the Company has not generated any  significant  revenues and
has not completed  substantial equity, debt or joint venture  transactions as of
June 30, 2003. The accompanying interim condensed financial information does not
include any adjustments that might result from the outcome of this uncertainty.




CALDWELL, BECKER, DERVIN, PETRICK & CO., L.L.P.
Woodland Hills, California

                                       2
<PAGE>



                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                             CONDENSED BALANCE SHEET
                                  JUNE 30, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                ASSETS

CURRENT ASSETS
<S>                                                                                                <C>
       Cash                                                                                  $       30,228
       Prepaid expenses                                                                               1,000
                                                                                             ---------------

                  Total Assets                                                               $       31,228
                                                                                             ===============



                                            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
       Accounts payable                                                                      $        8,891
                                                                                             ---------------

STOCKHOLDERS' EQUITY
       Preferred stock, par value $.01 per share; 20,000,000 shares
         authorized, 0 shares issued and outstanding                                                      -
       Common stock, par value $.001 per share; 80,000,000 shares
         authorized, 30,000,000 shares issued and outstanding                                        30,000
       Additional paid-in capital                                                                 4,183,253
       Accumulated (deficit)                                                                     (3,864,455)
       (Deficit) accumulated during development stage                                              (326,461)
                                                                                             ---------------

                  Total Stockholders' Equity                                                         22,337
                                                                                             ---------------

                  Total Liabilities and Stockholders' Equity                                 $       31,228
                                                                                             ===============

</TABLE>


See  Accompanying   Selected   Information  to  Unaudited   Condensed  Financial
Statements

                                        3


<PAGE>

                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                    For the
                                                                            For The Year-to-date Periods          Period from
                                          For the Quarters Ended                        Ended                   January 1, 2002
                                                 June 30,                             June 30,                   (Inception) to
                                    -----------------------------------   ----------------------------------
                                                                                                                   June 30,
                                         2003               2002                2003              2002               2003
                                    ----------------   ----------------   ----------------   ---------------   ----------------
<S>                                 <C>                <C>                <C>                <C>               <C>
REVENUE                             $             -    $             -    $             -    $            -    $             -
                                    ----------------   ----------------   ----------------   ---------------   ----------------

OPERATING EXPENSES
    Professional services                     3,584             22,213             12,278            38,547             66,904
    Salaries - Officer                            -             11,000                  -            22,000             44,000
    Broker fees                             160,000                  -            160,000                 -            160,000
    Other                                       954                (60)             1,496             1,756              4,649
                                    ---------------     --------------    ---------------    --------------   ----------------

      Total Operating Expenses              164,538             33,153             13,774            62,303            275,553
                                    ----------------    --------------    ---------------   ---------------   ----------------

      (Loss) Before Other Expenses         (164,538)           (33,153)          (173,774)          (62,303)          (275,553)


OTHER INCOME (EXPENSES)
    Interest income                               5              1,064                 20             2,194              3,349
    Notes receivable forgiven                     -                  -                  -                 -            (54,257)
                                    ----------------   ----------------   ----------------   ---------------   ----------------

      (Loss) Before Provision for
        Income Taxes                       (164,533)           (32,089)          (173,754)          (60,109)          (326,461)

(PROVISION) FOR INCOME TAXES
                                                  -               (800)                 -              (800)                 -
                                    ----------------   ----------------   ----------------   ---------------   ----------------

        Net (Loss)                  $      (164,533)   $       (32,889)   $      (173,754)   $      (60,909)   $      (326,461)
                                    ================   ================   ================   ===============   ================

Basic and diluted (loss) per common
  share                             $         (.007)   $         (.001)   $         (.007)   $       (0.003)   $         (.013)
                                    ================   ================   ================   ===============   ================

Weighted average common shares
  outstanding                            25,054,945         24,000,000         25,027,624        23,817,680         24,551,283
                                    ================   ================   ================   ===============   ================

 See Accompanying Selected Information to Unaudited Condensed Financial Statements
</TABLE>

                                        4


<PAGE>



                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                       For the
                                                                                                     Period from
                                                                For the Year-To-Date Periods          January 1,
                                                                            Ended                       2002
                                                                          June 30,                 (Inception) to
                                                              ----------------------------------
                                                                                                       June 30,
                                                                    2003              2002               2003
                                                              ----------------  ----------------   ----------------
<S>                                                            <C>               <C>               <C>
 CASH FLOWS PROVIDED (USED) BY OPERATING
  ACTIVITIES:
     Net (loss)                                               $      (173,754)  $       (60,909)   $      (326,461)
     Adjustments to reconcile net (loss) to net cash
        provided by operating activities:
       Issuance of common stock for officers' salaries                      -            22,000             44,000
       Issuance of common stock for broker fees                       160,000                 -            160,000
       (Increase) in prepaid expenses                                  (1,000)                -             (1,000)
       (Decrease) in accounts payable                                  (6,242)          (11,782)           (23,381)
       (Increase) decrease in accrued interest income on
         notes receivable                                                   -            (2,060)             1,167
       Notes receivable forgiven                                            -                 -             52,658
                                                              ----------------  ----------------   ----------------

              Net Cash Flows (Used) by Operating Activities           (20,996)          (52,751)           (93,017)
                                                              ----------------  ----------------   ----------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of common stock                                          40,000                 -             70,000
                                                              ----------------  ----------------   ----------------

 NET INCREASE (DECREASE) IN CASH                                       19,004           (52,751)           (23,017)

 CASH AT THE BEGINNING OF THE PERIODS                                  11,224            53,245             53,245
                                                              ----------------  ----------------   ----------------

 CASH AT THE END OF THE PERIODS                               $        30,228   $           494    $        30,228
                                                              ================  ================   ================

 ADDITIONAL DISCLOSURES:
       Cash paid during the year for:

         Income taxes                                         $             -   $             -    $             -
                                                              ================  ================   ================

         Interest                                             $             -   $             -    $             -
                                                              ================  ================   ================

 NON-CASH INVESTING AND FINANCING ACTIVITIES:
       Issuance of common stock for officers' salaries        $             -   $        22,000    $        44,000
                                                              ================  ================   ================

       Issuance of common stock for broker fees               $       160,000   $             -    $       160,000
                                                              ================  ================   ================

</TABLE>

See  Accompanying   Selected   Information  to  Unaudited   Condensed  Financial
Statements

                                        5


<PAGE>




                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              SELECTED INFORMATION
          Substantially All Disclosures Required By Generally Accepted
                     Accounting Principles are Not Included
                                  June 30, 2003



NOTE 1 - MANAGEMENT'S STATEMENT

The accompanying  unaudited condensed financial statements have been prepared in
accordance  with the  instructions  to Form  10QSB  and do not  include  all the
information and notes required by generally accepted  accounting  principles for
complete financial  statements.  In the opinion of management,  the accompanying
unaudited condensed  financial  statements contain all adjustments (all of which
are normal and  recurring in nature)  necessary to present  fairly the financial
position of  iVideoNow,  Inc.  (the Company) at June 30, 2003 and the results of
operations and cash flows for the periods ended June 30, 2003.

The notes to the financial  statements  that are  incorporated by reference into
the  2002  Form  10-KSB  should  be read in  conjunction  with  these  financial
statements.

NOTE 2 - BASIS OF PRESENTATION

Because the Company has not generated any significant  revenue since it sold its
last  subsidiary  on January 1,  2002,  it is  considered  a  development  stage
company. Consequently, the accompanying condensed financial statements have been
prepared  using  the  accounting   formats   prescribed  for  development  stage
enterprises in accordance  with Financial  Accounting  Standards Board Statement
No. 7.

NOTE 3 - USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

NOTE 4 - RECLASSIFICATIONS

Certain  prior year balances  have been  reclassified  to conform to the current
year's presentation.

NOTE 5 - EARNINGS PER SHARE

Fully  diluted  per  share  data  is not  presented,  as the  effects  would  be
antidilutive.

NOTE 6 - STOCKHOLDERS' EQUITY

On June 30, 2003, the Company issued  1,000,000  shares of its common stock, par
value of $.001, at $.04 per share, for $40,000 to various unrelated parties. All
issued shares were restricted.

NOTE 7 - RELATED PARTY TRANSACTIONS

On June 30, 2003, the Company compensated  Keating Securities,  LLC (Keating) by
issuing four million  shares  (4,000,000)  of the  Company's  restricted  common
stock,  $.001 par value,  totaling  $160,000 in connection with the Agreement of
Reorganization that was signed on July 1, 2003 (see Note 9). Keating is a Denver
based  broker-dealer  and NASD  member  specializing  in  reverse  mergers.  The
President and 60% owner of Keating is Timothy J. Keating,  who is the son of the
Company's President, Kevin R. Keating.

                                       6

<PAGE>



                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              SELECTED INFORMATION
          Substantially All Disclosures Required By Generally Accepted
                     Accounting Principles are Not Included
                                  June 30, 2003

NOTE 8 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The financial  statements have been prepared  assuming the Company will continue
as a going  concern.  The Company has no revenue  since  inception.  The Company
plans  to  generate  the  additional  cash  needed  through  the  completion  of
additional equity, debt, or merger transactions. There is no assurance, however,
that  the  Company  will  be  able  to  complete  its  plans  in the  future  at
commercially  reasonable  terms,  if at all, or that the Company will be able to
meet its future contractual obligations.

NOTE 9 - SUBSEQUENT EVENTS

On  July  1,  2003,   the  Company   entered  into  an  Agreement  and  Plan  of
Reorganization  (the  "Reorganization  Agreement")  with 99 Cent  Stuff,  LLC, a
Florida  limited  liability  Company  ("NNCS").  The  Reorganization   Agreement
provides for the  acquisition of all of the  outstanding  member's  interests in
NNCS in exchange for 19 million shares of the Company's common stock,  after the
30 for 1 Reverse  Split (the  "Merger  Transaction"),  which is  required  to be
effective  prior to the  merger.  In  addition,  the Company has agreed to grant
warrants to NNCS  members to purchase up to 20 million  shares of the  Company's
common  stock at an  exercise  price of $0.001  per  share  ("Warrants  ").  The
Warrants  are only  exercisable  in the event the  Company is unable to raise $3
million  of equity  capital  by  December  31,  2003 and upon  terms  reasonably
acceptable to NNCS.  The closing of the  Reorganization  Agreement is subject to
certain  covenants,  conditions  and  representations  and various due diligence
requirements.  In  addition,  upon the  closing of the Merger  Transaction,  the
Company  has  agreed to change  its name to "99 Cent  Stuff,  Inc." and to elect
three new directors, selected by NNCS, to the Company's Board of Directors. Upon
the close of the Merger Transaction,  members of NNCS will own 95% of the issued
and outstanding  common stock of the Company and current  stockholders  will own
5%.  In the  event  the  Warrants  are  exercised,  members  of  NNCS  will  own
approximately  97.5% of the Company's  issued and  outstanding  common stock and
current stockholders would own approximately 2.5%.

On July 1, 2003,  the Board of  Directors  and the majority  stockholders  voted
unanimously  to  authorize  and  recommend  that in  connection  with the Merger
Transaction the Company's  stockholders  approve an amendment to the Certificate
of Incorporation that will implement the 30 for 1 Reverse Split.

The Board of  Directors  and the  majority  stockholders  also  adopted the 2003
Equity Incentive Plan ("2003 plan") on July 1, 2003. Under the terms of the 2003
Plan,  the Company is authorized to grant  incentive  awards for up to 1,000,000
shares of common stock (as adjusted for the Reverse Split).  No incentive awards
have been granted under the 2003 Plan at the date of this report. The purpose of
the 2003 Plan is to provide an  incentive  to attract and retain  qualified  and
competent  persons as employees,  directors and consultants,  upon whose efforts
and  judgment  the  Company's   success  is  largely   dependent,   through  the
encouragement  of stock  ownership.  The 2003  Plan  provides  for the  grant of
options intended to qualify as incentive stock options or ISOs under Section 422
of the  Internal  Revenue  Code and options that are not intended to so qualify,
which we refer to as Nonstatutory Stock Options. The 2003 Plan also provides for
the  grant  of our  restricted  stock  within  the  meaning  of Rule  144 of the
Securities Act.

All of the above approved events will become  effective 21 days after all merger
information is mailed to the stockholders.

In addition,  The Board of Directors  approved and  authorized the change of the
Company's  name ("Name  Change") to 99 Cent  Stuff,  Inc.  and the change of its
state of  incorporation  ("Reincorporate")  from  Delaware to Florida.  The Name
Change and the  Reincorporate  will become effective upon filing an amendment to
the Company's Certificate of Incorporation with the Delaware Secretary of State.

                                       7

<PAGE>



                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           ITEM 2 - PLAN OF OPERATIONS


ITEM 2. PLAN OF OPERATIONS

Cautionary   Statement  Pursuant  to  Safe  Harbor  Provisions  of  the  Private
Securities Litigation Reform Act of 1995:

The  information   included  in  this  discussion   contains   "forward-looking"
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  including  statements  that include the words  "believes",  "expects",
"anticipates",  or similar  expressions.  These  forward-looking  statements may
include,  among others,  statements of expectations,  beliefs,  future plans and
strategies,  anticipated  events or trends, and similar  expressions  concerning
matters that are not historical facts. These forward-looking  statements involve
known and unknown  risks,  uncertainties  and other factors that could the cause
actual results,  performance or achievements of the Company to differ materially
from those expressed in or implied by the forward-looking  statements  contained
herein.

OVERVIEW:

iVideoNow,  Inc.  was  a  developer and producer of comprehensive multimedia and
internet  communication  software.  The  Company  provided its services to other
businesses  interested in communicating with their clients, investors, employees
and  the general public through the use of internet video. The Company conducted
its  operations  through  two  wholly-owned  subsidiaries,  DXF Design, Inc. and
Digital Corporate Profiles, Inc. The name of the Company was formally changed to
iVideoNow,  Inc.  on  June  15,  2000.

In  July  2001,  as  a result of continuing operating losses, the Company ceased
operations  and  laid  off its employees. On August 31, 2001, September 27, 2001
and  January  1,  2002,  the Company sold all of the capital stock of DXF, Inc.,
Digital  Corporate  Profiles,  Inc.  and  Digs  Web  Video,  Inc.  (inactive),
respectively.

Since  October 2001,  the  Company's  objective has been to acquire an operating
company that has experienced  management and the potential for profitable growth
in exchange  for the  Company's  securities.  Such  transaction  may result in a
change in control of the Company.  Although the Company has been in  preliminary
discussions  with  several  companies  concerning  a possible  acquisition,  the
Company  has not reached an  agreement  with any such  company.  There can be no
assurances that such discussions will ultimately result in a transaction.

On December 31, 2001,  the Company sold  11,000,000  shares of common stock in a
private placement to 16 accredited investors for $220,000. The 11,000,000 shares
represent  approximately  50.5% of the  outstanding  shares of common stock.  In
conjunction  with this  transaction,  effective  December 31, 2001, the existing
officers and directors of the Company  resigned,  and new officers and directors
were appointed.

On August 6, 2002, the Company sold 1,000,000 shares to one, accredited investor
for  $30,000.  The funds are being  utilized for the limited  operations  of the
Company.

On June 30,  2003,  the  Company  sold  1,000,000  shares  to  three  accredited
investors for $40,000.  The funds are being utilized for the limited  operations
of the Company.

                                       8
<PAGE>

The only foreseeable cash requirements during the next twelve months will relate
to  maintaining  our status as a corporate  entity,  complying with the periodic
reporting  requirements  of the U.S.  Securities  and Exchange  Commission,  and
evaluating and reviewing possible business ventures and opportunities. We do not
anticipate  raising  additional capital in the next twelve months. If additional
funds are required, it is anticipated that management will advance such funds as
loans to the Company. Any loan will not be on terms less favorable than one that
could obtain from a commercial  lender. If new capital is required,  the Company
may not be able to  raise  it;  or the  terms  and  conditions  relating  to the
acquisition of such new capital may not be favorable to the Company.

GOING CONCERN:

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
carrying  amounts  of  assets  and  liabilities  presented  in  the accompanying
financial  statements  do  not purport to represent the realizable or settlement
values.  The Company has incurred net losses since inception and has experienced
severe  liquidity  problems.  As  a  result  of  these  factors,  the  Company's
independent  certified public accountants have expressed substantial doubt about
the  Company's  ability  to  continue  as  a  going  concern.

The  Company  will  require   additional   capital  to  fund  future   operating
requirements,  as well as to fund any new business venture. The Company has been
exploring  various  alternatives  to raise  new  capital,  but  there  can be no
assurances that the Company will ultimately be successful in this regard.

From time to time the Company may also  consider a wide range of other  business
opportunities.  Some of these  business  opportunities  may be  unrelated to the
Company's current business  activities,  could require additional  capital,  and
could result in a change in control of the Company.

RESULTS OF OPERATIONS:

SIX MONTHS ENDED JUNE 30, 2003 AND 2002

As of June 30, 2003, the Company did not have any revenue-generating operations.

Operating  Expenses.  For  the quarter ended June 30, 2003 and 2002, the Company
incurred  professional  services  fees  of  $12,278  and  $22,213, respectively.
Professional  fees  decreased  by  44% due to the decrease in audit fees for the
year  ended December 31, 2002. The Company incurred a broker fee of $160,000 and
$0  for  the quarter ended June 30, 2003 and 2002. The cost of the broker fee in
2003 was related to the Agreement of Reorganization with 99 Cent Stuff, LLC. For
the  quarter  ended June 30, 2003 and 2002, miscellaneous expenses were $954 and
($60), respectively. For the six months ended June 30, 2002,the Company incurred
professional services fees of $38,547, broker fee of $160,000, and miscellaneous
expense  of  $1,496.

Net  Loss.  The Company had a net loss of $173,754 for the six months ended June
30, 2003, as compared to a net loss of $60,909 for the six months ended June 30,
2002.  The  increase  in  net  loss was mainly due to the increase of broker fee
expense  and the decrease of professional fees for the six months ended June 30,
2003.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES - JUNE 30, 2003:

During the last few years, the Company has relied on the proceeds from the sales
of its  securities to provide the resources  necessary to
develop its business operations.

Operating  Activities.  The Company  utilized  cash of  $20,996  in  continuing
operations  during the six months  ended June 30, 2003.  At June 30,  2003,  the
Company  had cash and cash  equivalents  of  $30,228,  net  working  capital  of
$21,337,  and a current  ratio of 3.50:1.0.

The  Company  did  not  have any cash flows from investing during the six months
ended  June  30,  2003  and 2002. For financing activities, the company received
$40,000  for  the  sale of its common stock during the six months ended June 30,
2003.

There were no Officers' salaries paid during the six months ended June 30, 2003.

Subsequent  Events.  On July 1, 2003, the Company  entered into an Agreement and
Plan of Reorganization (the "Reorganization Agreement") with 99 Cent Stuff, LLC,
a Florida limited  liability  Company  ("NNCS").  The  Reorganization  Agreement
provides for the  acquisition of all of the  outstanding  member's  interests in
NNCS in exchange for 19 million shares of the Company's common stock,  after the
30 for 1 Reverse  Split (the  "Merger  Transaction"),  which is  required  to be
effective  prior to the  merger.  In  addition,  the Company has agreed to grant
warrants to NNCS  members to purchase up to 20 million  shares of the  Company's
common  stock at an  exercise  price of $0.001  per  share  ("Warrants  ").  The
Warrants  are only  exercisable  in the event the  Company is unable to raise $3
million  of equity  capital  by  December  31,  2003 and upon  terms  reasonably
acceptable to NNCS.  The closing of the  Reorganization  Agreement is subject to
certain  covenants,  conditions  and  representations  and various due diligence
requirements.  In  addition,  upon the  closing of the Merger  Transaction,  the
Company  has  agreed to change  its name to "99 Cent  Stuff,  Inc." and to elect
three new directors, selected by NNCS, to the Company's Board of Directors. Upon
the close of the Merger Transaction,  members of NNCS will own 95% of the issued
and outstanding  common stock of the Company and current  stockholders  will own
5%.  In the  event  the  Warrants  are  exercised,  members  of  NNCS  will  own
approximately  97.5% of the Company's  issued and  outstanding  common stock and
current stockholders would own approximately 2.5%.

On July 1, 2003,  the Board of  Directors  and the majority  stockholders  voted
unanimously  to  authorize  and  recommend  that in  connection  with the Merger
Transaction the Company's  stockholders  approve an amendment to the Certificate
of Incorporation that will implement the 30 for 1 Reverse Split.

The Board of  Directors  and the  majority  stockholders  also  adopted the 2003
Equity Incentive Plan ("2003 plan") on July 1, 2003. Under the terms of the 2003
Plan,  the Company is authorized to grant  incentive  awards for up to 1,000,000
shares of common stock (as adjusted for the Reverse Split).  No incentive awards
have been granted under the 2003 Plan at the date of this report. The purpose of
the 2003 Plan is to provide an  incentive  to attract and retain  qualified  and
competent  persons as employees,  directors and consultants,  upon whose efforts
and  judgment  the  Company's   success  is  largely   dependent,   through  the
encouragement  of stock  ownership.  The 2003  Plan  provides  for the  grant of
options intended to qualify as incentive stock options or ISOs under Section 422
of the  Internal  Revenue  Code and options that are not intended to so qualify,
which we refer to as Nonstatutory Stock Options. The 2003 Plan also provides for
the  grant  of our  restricted  stock  within  the  meaning  of Rule  144 of the
Securities Act.

All of the above approved events will become  effective 21 days after all merger
information is mailed to the stockholders.

In addition,  The Board of Directors  approved and  authorized the change of the
Company's  name ("Name  Change") to 99 Cent  Stuff,  Inc.  and the change of its
state of  incorporation  ("Reincorporate")  from  Delaware to Florida.  The Name
Change and the  Reincorporate  will become effective upon filing an amendment to
the Company's Certificate of Incorporation with the Delaware Secretary of State.


                                       10
<PAGE>

Item 3. Controls and Procedures

Evaluation of disclosure controls and procedures.

We  maintain disclosure controls and procedures that are designed to ensure that
information  required  to  be  disclosed  in  our  reports filed pursuant to the
Securities  Exchange Act of 1934, as amended, is recorded, processed, summarized
and  reported  within  the time periods specified in the Securities and Exchange
Commission's  rules, regulations and related forms, and that such information is
accumulated  and  communicated  to  the  our  principal  executive  officer  and
principal financial officer, as appropriate, to allow timely decisions regarding
required  disclosure.

Within the 90 days prior to the filing date of this quarterly report, we carried
out  an  evaluation,  under  the  supervision  and with the participation of our
management,  including  our  principal executive officer and principal financial
officer,  of  the  effectiveness  of  the design and operation of our disclosure
controls  and  procedures.  Based  on  this  evaluation, our principal executive
officer  and  principal financial officer concluded that our disclosure controls
and  procedures  were  effective.

Changes in internal controls.

There  have  been  no  significant  changes in our internal controls or in other
factors that could significantly affect these controls and procedures subsequent
to  the  date we completed our evaluation. Therefore, no corrective actions were
taken.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

       (a)     Exhibits:

        99.1     Chief  Executive  Officer  Certification  pursuant to 18 U.S.C.
                 Section  1350,  as  adopted  pursuant  to  Section  906  of the
                 Sarbanes-Oxley Act of 2002.

        99.2     Chief  Financial  Officer  Certification  pursuant to 18 U.S.C.
                 Section  1350,  as  adopted  pursuant  to  Section  906  of the
                 Sarbanes-Oxley Act of 2002.

        14c      Information Statement pursuant to Section 14(c)

(b)     Form 8-K:

        None


                                       11

<PAGE>





                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
his  report to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized.



Dated:  August 13, 2003                       iVideoNow,  Inc.


                                           /s/  Kevin  R.  Keating
                                           --------------------------------
                                           Kevin  R.  Keating,  President







                                       12

<PAGE>

I, Kevin R. Keating, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB ofiVideoNow, Inc.;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

             a)   designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

              b)  evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

              c)  presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

             a)   all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

             b)   any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.





                                         iVideoNow, Inc.
                                         Registrant

         Date:  August 13, 2003          /s/ Kevin R. Keating
                                         By: Kevin R. Keating
                                         Chairman of the Board & President
<PAGE>