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

                                 FORM 10-QSB/A2

[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.


Explanatory Note

         Pursuant to this Form 10-QSB/A,  the Company amends the following items
of its quarterly  report on Form 10-QSB for the  quarterly  period ended June 30
2003:


         The Form  10-QSB  has been  amended to include in Item 6 of Part II the
Rule 13a-14(a)/15d-14(a) certifications filed as exhibits to this Form 10-QSB/A.


<PAGE>

                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                  Pages
                                                                                                ----------
PART 1: FINANCIAL INFORMATION

ITEM 1 - Financial Statements
<S>                                                                                                 <C>
      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.


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<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:

                  31.1     Rule  13a-14(a)/15d-14(a)  Certification of the Chief
                           Executive Officer and Chief Financial Officer

                  32.1     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.


        14c      Information Statement pursuant to Section 14(c)

(b)     Form 8-K:

        None


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<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: October 27, 2003 iVideoNow, Inc.


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



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