<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 September 30, 2002

       [ ] 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 Drive South, 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 September 30, 2002, 25,000,000 shares of Common Stock were outstanding.

<PAGE>
                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)



                                      INDEX

                                                                          Pages
                                                                          -----
PART  I:  FINANCIAL  INFORMATION

  ITEM  1  -  Financial  Statements

       Independent Accountants' Report                                       2

       Condensed Balance Sheet (Unaudited) as of September 30, 2002          3

       Condensed  Statements  of  Operations  (Unaudited)
        For the Quarter and Year-To-Date Periods Ended
        September 30, 2002 and 2001                                          4

     Condensed  Statements  of  Cash  Flows  (Unaudited)
       For the Year-To-Date Periods Ended September 30, 2002 and 2001        5

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

  ITEM  2  -  Management's  Discussion  And  Analysis  Of  Financial
               Condition And Results Of Operations                          8-11



<PAGE>






                         INDEPENDENT ACCOUNTANTS' REPORT




October  21,  2002





To  The  Board  of  Directors  and  Stockholders  of
iVideoNow,  Inc.
Greenwood  Village,  CO  80111

We  have  reviewed  the  accompanying condensed balance sheet of iVideoNow, Inc.
(Development  Stage  Company, inception date of January 1, 2002) as of September
30,  2002,  the  related  condensed statements of operations for the quarter and
year-to-date  periods  ended  September  30,  2002  and  2001, and the condensed
statements  of  cash flows for the year-to-date periods ended September 30, 2002
and  2001.  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.

The accompanying condensed financial statements have been prepared assuming that
the Corporation will continue as a going concern.  As discussed in Note 7 to the
condensed  financial  statements, and Note 17 to the annual financial statements
for  the year ended December 31, 2001 (not presented herein), certain conditions
raise  substantial  doubt  about  its  ability  to  continue as a going concern.
Management's  plans in regard to these matters are also described in Notes 7 and
17  to  the  respective  financial  statements.



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
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)

                                     ASSETS
<TABLE>
<CAPTION>

CURRENT ASSETS
<S>                                                                      <C>
       Cash                                                              $  19,271
       Prepaid expenses - officers' salaries                                11,000
       Miscellaneous receivable                                              2,658
                                                                         ----------

                  Total Current Assets                                      32,929
                                                                         ----------

LONG-TERM ASSETS
       Notes receivable, including interest of $4,257                       54,257
       Deferred tax asset                                                        -
                                                                         ----------

                  Total Assets                                           $  87,186
                                                                         ==========
</TABLE>

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

CURRENT  LIABILITIES


Accounts payable                                                         $  20,952
                                                                       ------------
<S>                                                                    <C>
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, 25,000,000 shares issued and outstanding        25,000
       Additional paid-in capital                                        3,988,253
       Accumulated (deficit)                                            (3,864,455)
       (Deficit) accumulated during development stage                      (82,564)
                                                                       ------------

                  Total Stockholders' Equity                                66,234
                                                                       ------------

                  Total Liabilities and Stockholders' Equity           $    87,186
                                                                       ============

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

                                        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 Quarter Ended    For the Year-to-Date Periods
                                                            September 30,             Ended September 30,
                                                      -------------------------  --------------------------
                                                                                   (Note 3)
                                                          2002         2001          2002          2001
                                                      ------------  -----------  ------------  ------------
REVENUE                                               $         -   $        -    $        -   $         -
                                                      ------------  -----------  ------------  ------------
<S>                                                   <C>           <C>          <C>           <C>
OPERATING EXPENSES
       Professional services                               11,564            -        47,513             -
       Salaries - Officer                                  11,000            -        33,000             -
       Other                                                  164            -         4,518             -
                                                      ------------  -----------  ------------  ------------

                  Total Operating Expenses                 22,728            -        85,031             -
                                                      ------------  -----------  ------------  ------------

                  (Loss) from Operations                  (22,728)           -       (85,031)            -

OTHER INCOME/(EXPENSE)
       Interest income                                      1,073            -         3,267             -
                                                      ------------  -----------  ------------  ------------

                  (Loss) Before Taxes                     (21,655)           -       (81,764)            -

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

                  (Loss) from Continuing Operations       (21,655)           -       (82,564)            -

DISCONTINUED OPERATIONS
       (Loss) from discontinued operations of
         DCP and DXF (less applicable taxes of
         $ 1,600)                                               -      (465,105)            -   (1,165,982)
                                                      ------------  -----------  ------------  ------------

                  Net (Loss)                          $   (21,655)  $ (465,105)  $   (82,564)  $(1,165,982)
                                                      ============  ===========  ============  ============

(Loss) per share and common share equivalents              (0.001)       (0.05)       (0.003)        (0.16)
                                                      ============  ===========  ============  ============

Weighted average common shares outstanding             24,622,222    8,648,631    24,084,249     7,447,166
                                                      ============  ===========  ============  ============

See the 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 Year-to-Date Periods
                                                                            Ended September 30,
                                                                          -----------------------
                                                                          (Note 3)
                                                                            2002         2001
                                                                          ---------  ------------
<S>                                                                       <C>        <C>
CASH FLOWS PROVIDED (USED) BY OPERATING
 ACTIVITIES:
       Net (loss)                                                         $(82,564)  $(1,165,982)
       Deduct: Net (loss) from discontinued operations                           -     1,165,982
                                                                          ---------  ------------

CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
       Net (loss) from continuing operations                               (82,564)            -
       Adjustments to reconcile net (loss) to net cash provided (used)
        by operating activities:
          Issuance of common stock for officers salaries                    33,000             -
          (Decrease) in accounts payable                                   (11,320)            -
          (Increase) in accrued interest income on notes receivable         (3,090)            -
                                                                          ---------  ------------

                  Net Cash (Used) by Operating Activities of Continuing
                   Operations                                              (63,974)            -
                                                                          ---------  ------------

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
       Issuance of common stock                                             30,000             -
                                                                          ---------  ------------

                  Net Cash (Used) by Continuing Operations                 (33,974)            -
                                                                          ---------  ------------

                  Net Cash (Used) by Discontinued Operations                     -      (682,123)
                                                                          ---------  ------------

NET INCREASE (DECREASE) IN CASH                                            (33,974)     (682,123)

CASH AT THE BEGINNING OF THE PERIODS                                        53,245      (682,123)
                                                                          ---------  ------------

CASH AT THE END OF THE PERIODS                                            $ 19,271   $         -
                                                                          =========  ============

ADDITIONAL DISCLOSURES:
       Cash paid during the periods for:

         Interest                                                         $      -   $     1,286
                                                                          =========  ============

         Income taxes                                                     $      -   $     1,600
                                                                          =========  ============

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

       Notes receivable from sale of subsidiaries                         $      -   $    50,000
                                                                          =========  ============

See the Accompanying Selected Information to Unaudited Condensed Financial Statements

</TABLE>

                                        5
<PAGE>
                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              SELECTED INFORMATION
      Substantially All Disclosures Required By Generally Accepted Accounting
                           Principles are Not Included
                               SEPTEMBER 30, 2002



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 September 30, 2002 and the results
of  operations and cash flows for the periods ended September 30, 2002 and 2001.

The  notes  to  the  consolidated  financial statements that are incorporated by
reference  into  the  2001  Form 10-KSB should be read in conjunction with these
financial  statements.

NOTE  2  -  BASIS  OF  CONSOLIDATION

The  condensed  consolidated  statements  of  operations  and cash flows for the
period ended September 30, 2001 includes the accounts of iVideoNow, Inc. and its
wholly  owned  subsidiaries,  DCP  (a California corporation), DXF (a California
corporation)  and  DWV (a California corporation - inactive).  All inter-company
accounts  and transactions have been eliminated in consolidation.  On August 31,
2001 and September 27, 2001, the Company sold its 100% interests in DXF and DCP;
therefore,  the  consolidated  financial statements of iVideoNow, Inc. have been
restated  to  reflect the disposition of DCP and DXF as discontinued operations.
Accordingly,  the  revenues,  costs  of  expenses,  and  cash  flows  of  these
discontinued  operations  have been excluded from the respective captions in the
Condensed  Statements  of Operations and Condensed Statements of Cash Flows, and
have  been  reported  through  the  dates  of disposition as "Income (Loss) from
Discontinued  Operations"  and  "Net Cash (Used) by Discontinued Operations" for
all  periods  presented.  On January 1, 2002, the Company sold its 100% interest
in  DWV  (a  California corporation - inactive) at its book value of $100 to the
Company's ex-President, Peter Dunn.  The balance sheet as of September 30, 2002,
and  the  condensed statement of operations and cash flows for the periods ended
September  30,  2002  includes  only  iVideoNow,  Inc.

NOTE  3  -  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.  The  inception of the Development Stage Period is January 1, 2002.  The
amounts  presented for the year-to-date period ended September 30, 2002 are also
the  amounts  from  the  Company's  inception.

NOTE  4  -  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  5  -  EARNINGS  PER  SHARE

Fully  diluted  per  share  data  is  not  presented,  as  the  effects would be
antidilutive.
                                        6
<PAGE>


NOTE  6  -  STOCKHOLDERS'  EQUITY

On  January  16, 2002, the Board of Directors approved the issuance of 2,200,000
shares  of  common stock to the Company's President, Secretary, and Director for
services  that  will  be  rendered during the calendar year of 2002.  The shares
were  valued  at  $.02  per share for the total amount of $44,000.  Compensation
expenses  will  be  recognized at $11,000 per quarter during 2002.  On August 6,
2002,  the  Company  issued  1,000,000  shares of its common stock, par value of
$.001,  $.03  per  share  for  $30,000  to  an  unrelated  party.

The  following  is an analysis of activities in the Stockholders' Equity for the
nine  months  ended  September  30,  2002:


<TABLE>
<CAPTION>

                                                                                       (Deficit)
                          Preferred         Common Stock                              Accumulated
                        --------------  -------------------
                                                             Additional                 During
                                                              Paid-in     Accumulated Development
                       Shares  Amount     Shares    Amount    Capital     (Deficit)      Stage     Balance
                       ------  -------  ----------  -------  ----------  ------------  ---------  ---------
<S>                    <C>     <C>      <C>         <C>      <C>         <C>           <C>        <C>
Balance at
  December 31, 2001         -  $     -  21,800,000  $21,800  $3,917,453  $(3,864,455)  $      -   $ 74,798

Issued shares
  for services
 January 16, 2002           -        -   2,200,000    2,200      41,800            -          -     44,000

Issued shares
  August 6, 2002            -        -   1,000,000    1,000      29,000            -          -     30,000

Net (Loss)
  September 30, 2002        -        -           -        -           -            -    (82,564)   (82,564)
                       ------  -------  ----------  -------  ----------  ------------  ---------  ---------

Balance at
  September 30, 2002        -  $     -  25,000,000  $25,000  $3,988,253  $(3,864,455)  $(82,564)  $ 66,234
                       ======  =======  ==========  =======  ==========  ============  =========  =========
</TABLE>


NOTE  7  -  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 not generated any 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.

                                        7
<PAGE>



ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

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, 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 and September 27,
2001,  the  Company  sold  all  of  the  capital  stock of DXF, Inc. and Digital
Corporate  Profiles,  Inc.,  respectively. Each former subsidiary was sold for a
$25,000  promissory  note  due December 31, 2006, with interest at 8% per annum.

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 to one, accredited investor for
$30,000.  The  funds  are  being  utilized  for  the  limited  operations of the
Company.

The  only  foreseeable  cash  requirements during the next twelve months will be
related  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  consolidated 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


                                        8


<PAGE>

of  business.  The  carrying  amounts of assets and liabilities presented in the
accompanying  consolidated  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:

NINE  MONTHS  ENDED  SEPTEMBER  30,  2002  AND  2001  -

As  of  September  30,  2002,  the  Company  did not have any revenue-generating
operations.  The  Company  had  previously  sold  its  operations  for  nominal
consideration  in  August and September 2001. Accordingly, these operations were
classified  as discontinued operations in the accompanying financial statements.

Operating  Expenses.  For  the Nine months ended September 30, 2002, the Company
incurred  professional  services  of  $47,513, officer's salaries of $33,000 and
other  costs  of  $4,518.  Officer's  salaries  for  2002  were paid through the
issuance  of  2,200,000  shares  of  common stock valued at $0.02 per share. The
aggregate  fair  value of $44,000 is being charged to expense ratably throughout
the  year  ending  December  31,  2002.  The  Company  did  not have any similar
operating  expenses  for  the  Nine  months  ended September 30, 2001, since all
operating  expenses  during  such  period  were  classified  in  discontinued
operations.

Other  Income  (Expense). For the Nine months ended September 30, 2002, interest
income  was  $3,267.  The  Company did not have any interest income for the Nine
months  ended  September  30,  2001.

Loss  from Discontinued Operations. The Company had a net loss from discontinued
operations  of  $1,165,982  during the Nine months ended September 30, 2001. The
Company  did  not  have  a net loss from discontinued operations during the Nine
months  ended  September  30,  2002.

Net  Loss.  The  Company  had  a  net  loss of $82,564 for the Nine months ended
September  30, 2002, as compared to a net loss of $1,165,982 for the Nine months
ended  September  30,  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES  -  SEPTEMBER  30,  2002:

During the last few years, the Company has relied on the proceeds from the sales
of  its  securities  and  short-term loans to provide the resources necessary to
develop  its  business  operations,  which  were  sold  during  2001.

                                        9

<PAGE>
Operating  Activities.  The  Company  utilized  cash  of  $33,974  in continuing
operations during the Nine months ended September 30, 2002. The Company utilized
cash  of  $684,804  in  discontinued  operations  during  the  Nine months ended
September  30, 2001. The decrease of $650,830 in cash utilized in the continuing
and  discontinued operations in 2002 as compared to 2001 was a primary result of
discontinued  operating  activities in 2002, from its wholly-owned subsidiaries,
which  were  sold  by September 30, 2001. At September 30, 2002, the Company had
cash  and  cash  equivalents  of  $19,271, net working capital of $11,977, and a
current  ratio  of  1.6.  At  December  31,  2001, the Company had cash and cash
equivalents  of  $53,245, net working capital of $23,631, and a current ratio of
1.73:1.

The  Company  did not have any cash flows from investing or financing activities
during  the  Nine  months  ended  September  30,  2002  and  2001.

Officer's  salaries  for 2002 were paid through the issuance of 2,200,000 shares
of  common  stock valued at $0.02 per share. The aggregate fair value of $44,000
is  being  charged  to  expense  ratably throughout the year ending December 31,
2002.  As  of  September  30,  2002,  $11,000 of such amount was classified as a
prepaid  expense.

NEW  ACCOUNTING  PRONOUNCEMENTS:

In  September 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets",  which is effective January 1, 2002. SFAS No. 142 requires, among other
things,  the  discontinuance of goodwill amortization. In addition, SFAS No. 142
includes  provisions  for  the  reclassification  of certain existing recognized
intangibles  as  goodwill,  reassessment  of  the  useful  lives of the existing
recognized  intangibles,  reclassification  of  certain  intangibles  out  of
previously  reported  goodwill  and  the  identification  of reporting units for
purposes  of  assessing  potential  future impairments of goodwill. SFAS No. 142
also  requires  the  Company to complete a transitional goodwill impairment test
Nine  months  from  the  date  of adoption. The Company does not expect that the
adoption  of  SFAS  No.  142  will  have  any  impact on the Company's financial
statement  presentation  or  disclosures.

In  August  2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations".  This  statement  addresses  the  diverse accounting practices for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs. The Company will be required to adopt this
statement  effective  January  1,  2003.  The  Company  does not expect that the
adoption  of  SFAS  No.  143  will  have  any  impact on its financial statement
presentation  or  disclosures.

In  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which is effective January 1, 2002. SFAS No. 144
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to Be Disposed Of", and a portion of APB Opinion No. 30,
"Reporting  the  Results  of  Operations".  This  statement  provides  a  single
accounting  model  for  long-lived  assets  to  be disposed of and significantly
changes  the  criteria  that  would  have  to  be  met  to  classify an asset as
held-for-sale. Classification as held-for-sale is an important distinction since
such  assets  are  not depreciated and are stated at the lower of fair value and
carrying  amount.  This statement also requires expected future operating losses

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from  discontinued  operations  to  be  displayed  in the period(s) in which the
losses  are  incurred,  rather  than  as  of  the  measurement date as presently
required.  The  Company  does  not expect that the adoption of SFAS No. 144 will
have  a  material  effect  on  the Company's financial statement presentation or
disclosures.

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.

(b)     Form  8-K:

        None


                                   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:  November  14,  2002                       iVideoNow,  Inc.


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





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