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

                                  FORM 10-QSB/A

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

         For the quarterly period ended September 30, 2001

[ ]      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.
                              (formerly DIGS, Inc.)
            --------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


              Delaware                                      95-4603237
---------------------------------------           -----------------------------
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation of organization                      Identification No.)



          17327 VENTURA BOULEVARD, SUITE 200, ENCINO, CALIFORNIA 91316
  -----------------------------------------------------------------------------
                      Address of principal executive office


                                 (818) 995-3650
                       ----------------------------------
                            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,  2001,   8,648,631   shares  of  Common  Stock  were
outstanding.











                                       1
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                         (Formerly Known as DIGS, Inc.)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS





                                      INDEX




                                                                         Pages
                                                                       ---------
PART I: FINANCIAL INFORMATION

  ITEM 1 - Financial Statements

      Independent Accountants' Report                                       3

      Condensed Consolidated Balance Sheet (Unaudited)
      as of September 30, 2001                                              4

      Condensed Consolidated Statements of Operations (Unaudited)
      For the Quarters and Year-to-Date Periods Ended
      September 30, 2001 and 2000                                           5

      Condensed Consolidated Statements of Cash Flows (Unaudited)
      For the Year-to-Date Periods Ended September 30, 2001 and 2000      6 - 7

      Selected Information - Substantially All Disclosures Required
      by Generally Accepted Accounting Principles are Not Included        8 - 11

  ITEM 2 - Management's Discussion and Analysis of Financial
              Condition and Results of Operations                        12 - 13



















                                       2
<PAGE>







                         INDEPENDENT ACCOUNTANTS' REPORT





November 19, 2001


To The Board of Directors and Stockholders of
iVideoNow, Inc. and Subsidiary
Encino, California

We have reviewed the accompanying condensed consolidated balance sheet of
iVideoNow, Inc. and Subsidiary as of September 30, 2001, the related condensed
consolidated statements of operations for the quarter and year-to-date periods
ended September 30, 2001 and 2000, and the condensed consolidated statements of
cash flows for the year-to-date periods ended September 30, 2001 and 2000. These
financial statements are the responsibility of the Corporation'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 consolidated financial statements for them to be in
conformity with generally accepted accounting principles.





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






                                       3
<PAGE>

                         iVIDEONOW, INC. AND SUBSIDIARY
                         (Formerly Known as DIGS, Inc.)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


                                     ASSETS

CURRENT ASSETS
     Investments                                              $          25,010

PROGRAM DEVELOPMENT COSTS,
  net of accumulated amortization of $316,262                                --

LONG-TERM ASSETS
     Notes receivable, including interest of $167                        50,167
                                                              -----------------

              Total Assets                                    $          75,177
                                                              =================


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Accounts payable                                         $         155,571
                                                              -----------------

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, 8,648,631 shares issued and
       outstanding                                                        8,649
     Additional paid-in capital                                       3,710,604
     Accumulated other comprehensive (loss)                            (119,612)
     Accumulated (deficit)                                           (3,680,035)
                                                              -----------------

              Total Stockholders' (Deficit)                             (80,394)
                                                              -----------------

              Total Liabilities and Stockholders' (Deficit)   $          75,177
                                                              =================


                  See the Accompanying Selected Information to
              Unaudited Condensed Consolidated Financial Statements

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                               iVIDEONOW, INC. AND SUBSIDIARIES
                                                (Formerly Known as DIGS, Inc.)
                                                 PART 1: FINANCIAL INFORMATION
                                                 ITEM 1: FINANCIAL STATEMENTS
                                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30, 2001 AND 2000
                                                          (UNAUDITED)

                                                                For the Quarter Ended          For The Year-To-Date Periods
                                                                    September 30,                  Ended September 30,
                                                            -------------------------------   -------------------------------
                                                                 2001            2000              2001           2000
                                                            --------------    -------------   --------------   --------------
<S>                                                         <C>             <C>               <C>             <C>
REVENUE                                                     $      33,950   $      92,575     $     164,867   $    426,480

COST OF SALES                                                      39,240          66,943           157,305        156,315
                                                            --------------  --------------    --------------  -------------

       Gross Profit/(Loss)                                         (5,290)         25,632             7,562        270,165
                                                            --------------  --------------    --------------  -------------

OPERATING EXPENSES

     Accounting                                                     9,000           4,921            32,807         41,100
     Legal                                                          5,311          32,964             9,946         85,719
     Marketing                                                      2,500           4,790            33,111         90,150
     Outside services                                                  --           9,500            15,710         20,800
     Payroll                                                        8,498         167,564           403,931        460,685
     Rent                                                          20,120          23,613            66,846         67,451
    Other                                                          72,464         137,090           283,370        305,579
                                                            --------------  --------------    --------------  -------------

        Total Operating Expenses                                  117,893         380,442           845,721      1,071,484
                                                            --------------  --------------    --------------  -------------

        Income/(Loss) from Operations                            (123,183)       (354,810)         (838,159)      (801,319)

OTHER INCOME/(EXPENSE)
    Rental income                                                   4,020           4,240            13,740         10,240
    Interest income                                                   167          19,905             6,146         33,296
    Other expense                                                  (1,286)            (53)           (1,286)        (3,728)
    Loss on sale of subsidiaries                                  (42,182)             --           (42,182)            --
    Impairment loss                                              (302,641)             --          (302,641)            --
                                                            --------------  --------------    --------------  -------------

         Income/(Loss) Before Taxes                              (465,105)       (330,718)       (1,164,382)      (761,511)

(PROVISION) FOR INCOME TAXES                                           --              --            (1,600)        (2,400)
                                                            --------------  --------------    --------------  -------------

         Net Income/(Loss)                                       (465,105)       (330,718)       (1,165,982)      (763,911)



OTHER COMPREHENSIVE INCOME, net of tax
     Unrealized holding gain/(loss) on investments                     --         (78,750)               --       (115,625)
                                                            --------------  --------------    --------------  -------------

            Comprehensive Income/(Loss)                     $    (465,105)  $    (409,468)    $  (1,165,982)  $   (879,536)
                                                            ==============  ==============    ==============  =============

(Loss) per share and common share equivalents               $        (.05)  $        (.06)    $        (.16)  $       (.13)
                                                            ==============  ==============    ==============  =============

Weighted average common shares outstanding                      8,648,631       6,649,864         7,447,166      6,649,864
                                                            ==============  ==============    ==============  =============
</TABLE>

                  See the Accompanying Selected Information to
              Unaudited Condensed Consolidated Financial Statements

                                       5
<PAGE>
                    iVIDEONOW, INC. AND SUBSIDIARIES
                     (Formerly Known as DIGS, Inc.)
                      PART 1: FINANCIAL INFORMATION
                      ITEM 1: FINANCIAL STATEMENTS
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30, 2001 AND 2000
                               (UNAUDITED)
<TABLE>
<S>                                                      <C>            <C>
                                                             2001           2000
                                                        -------------- --------------
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
   Net (loss)                                            $ (1,165,982)  $   (763,911)
    Adjustments to reconcile net (loss) to net cash
    provided (used) by operating activities:
    Amortization and depreciation                              99,659         42,754
    Decrease in accounts receivable                            47,485        (32,601)
    Increase in accounts payable and accrued expenses         168,950          4,853
     (Decrease) in deferred rent credit                            --        (11,667)
     Loss on sale of subsidiaries                              42,182             --
     Impairment loss                                          302,641             --
     (Increase) in accrued interest on notes receivable          (167)            --
     (Increase) in deposits                                    (2,400)          (922)
                                                         ------------   ------------
        Net Cash Flows (Used) by Operating Activities        (507,632)      (761,494)
                                                         ------------   ------------
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:
    Acquisition of property and equipment                     (96,167)      (118,152)
    (Increase) in program development cost                    (49,280)       (86,127)
    (Increase) in loan receivable - officer                   (29,044)       (41,151)
                                                         ------------   ------------
        Net Cash Flows (Used) by Investing Activities        (174,491)      (245,430)
                                                         ------------   ------------
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
    Issuance of convertible preferred stock                        --      2,230,000
    Proceeds from short term loan                                  --        150,000
    Proceeds from short term loan - officer                        --         30,000
    Principal payment of short term loan - officer                 --        (30,000)
    Principal payment of short term debt                           --       (450,000)
                                                         ------------   ------------
        Net Cash Flows Provided by Financing Activities            --      1,930,000
                                                         ------------   ------------
NET INCREASE (DECREASE) IN CASH                              (682,123)       923,076

CASH AT THE BEGINNING OF THE PERIODS                          682,123        106,095
                                                         ------------   ------------
CASH AT THE END OF THE YEAR                              $         --   $  1,029,171
                                                         ============   ============
</TABLE>

                  See the Accompanying Selected Information to
              Unaudited Condensed Consolidated Financial Statements


                                        6
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                         (Formerly Known as DIGS, Inc.)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
         FOR THE YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)


                                                      2001            2000
                                                --------------  --------------
ADDITIONAL DISCLOSURES:
      Cash paid during the year for:

         Interest                                $      1,286    $      6,147
                                                 ============    ============

         Income taxes                            $      1,600    $      2,400
                                                 ============    ============

NONCASH INVESTING AND FINANCING ACTIVITIES:

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





























                  See the Accompanying Selected Information to
              Unaudited Condensed Consolidated Financial Statements

                                       7
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                              SELECTED INFORMATION
          Substantially All Disclosures Required By Generally Accepted
                     Accounting Principles are Not Included
                           SEPTEMBER 30, 2001


NOTE 1 - MANAGEMENT'S STATEMENT

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  contain  all  adjustments  (all of which are  normal  and
recurring  in nature)  necessary  to present  fairly the  financial  position of
iVideoNow,  Inc. and Subsidiary (the Company) at September 30, 2001, the results
of operations for the quarters and year-to-date periods ended September 30, 2001
and 2000, and cash flows for the  year-to-date  periods ended September 30, 2001
and 2000.

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

NOTE 2 - BASIS OF PRESENTATION

The  Company  sold 100%  interest  in its two  subsidiaries,  Digital  Corporate
Profiles,  Inc.  (DCP) and DXF Design,  Inc.  (DXF) on September 27, 2001 and on
August  31,  2001,   respectively  (see  Note  9).   Therefore,   the  condensed
consolidated  statements  of  operations  and cash flows for quarter and year to
date ended September 30, 2001 represents the consolidated activities of DCP from
July 1, 2001 through  September  27, 2001 and January 1, 2001 through  September
27, 2001,  and the  activities of DXF from July 1, 2001 through  August 31, 2001
and January 1, 2001 through August 31, 2001, respectively. The Company still has
a wholly  owned  subsidiary,  Digs Web  Video,  Inc.,  which is  inactive  since
inception.  The balance sheet as of September 30, 2001  represents the condensed
consolidated balance sheets of iVideoNow, Inc. and Digs Web Video, Inc.

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.










                                       8
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                              SELECTED INFORMATION
          Substantially All Disclosures Required By Generally Accepted
                     Accounting Principles are Not Included
                           SEPTEMBER 30, 2001


NOTE 5 - STOCKHOLDERS' EQUITY

Common Stock

In connection with the March 14, 2000 private placement of convertible preferred
stock, the Company issued 100,000 warrants to the buyers and 200,000 warrants to
the  underwriters.  Each warrant may be  converted  into one share of new common
stock at an exercise  price equal to 110% of the closing bid price of the common
stock on March 14, 2000.  The warrants  expire on May 13, 2003.  As of September
30, 2001, all 300,000 warrants remained outstanding.

Preferred Stock

In connection with the March 14, 2000 private placement of convertible preferred
stock,  the Company has 2,500 shares of Series "A" Convertible  Preferred Stock,
par value of $0.01  outstanding as of September 30, 2001.  The preferred  shares
are convertible, in whole or in part, at the option of the holders thereof, into
non-assessable  shares of common stock.  Upon  conversion,  the number of common
stock shares  received for each  preferred  share will be calculated by dividing
the conversion  amount by the conversion price. The conversion amount is the sum
of any  accrued  and  unpaid  dividends  plus the  stated  value of  $1,000  per
preferred share.

The  conversion  price  would be  either  125% of the  closing  bid price on the
issuance  date,  or the  average of 75% of the lowest  closing bid prices of the
common  stock  during  any  three  (3)  trading  days  during  the  twenty  (20)
consecutive  trading  days ending on and  including  any date of  determination,
whichever is lower.

On June 13, 2001, all the convertible preferred shares relating to the March 14,
2000 private placement were converted into 2,000,000 shares of common stock. The
parties holding the preferred  shares on that date elected to convert each share
of convertible  preferred  stock into 800 shares of the Company's  common stock.
Management of the company  renegotiated  the previously  mentioned  terms of the
original agreement to minimize the diluting effect on ownership  associated with
the continually falling price of the Company's stock.

The following is an analysis of activities in the  Stockholders'  Equity for the
quarters and year-to-date periods ended September 30, 2001:










                                       9
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                              SELECTED INFORMATION
          Substantially All Disclosures Required By Generally Accepted
                     Accounting Principles are Not Included
                           SEPTEMBER 30, 2001
<TABLE>
<S>                          <C>    <C>     <C>        <C>    <C>        <C>        <C>          <C>
                                                                           Comp-
                                Preferred      Common Stock   Additional rehensive
                             -------------- ------------------ Paid-In    Income     Retained
                             Shares Amount   Shares    Amount  Capital    (Loss)     (Deficit)     Balance
                             ------ ------- ---------  ------ ---------- ---------- ------------ ----------
      Balance at December     2,500 $  25   6,648,631  $6,649 $3,712,579 $(119,612) $(2,514,053) $1,085,588
      31, 2000

      June 13, 2001
          Preferred stock    (2,500)  (25)  2,000,000   2,000     (1,975)       --           --          --
          converted

      September 30, 2001
          Net (loss)             --    --          --      --         --        --   (1,165,982)  (1,165,982)
                             ------ -----   ---------  ------ ---------- ---------  -----------  -----------
      Balance at September       -- $  --   8,648,631  $8,649 $3,710,604 $(119,612) $(3,680,035) $   (80,394)
      30, 2001               ====== =====   =========  ====== ========== =========  ===========  ===========
</TABLE>
NOTE 6 - SEGMENT INFORMATION

Information concerning operations in different lines of business for the quarter
and year-to-date periods ended September 30, 2001 is presented below:
<TABLE>
<S>                                              <C>            <C>         <C>

      For the Quarter Ended September 30, 2001     DCP/iVideo      DXF       Consolidated
-----------------------------------------------  -------------- ----------- ---------------

Net Operating Revenues                           $         --   $  33,950   $   33,950
Operating Income/(Loss)                              (157,494)     34,311     (123,183)
Identifiable Operating Assets                          25,010          --       25,010
Depreciation and Amortization                    $     22,176   $   1,566   $   23,742


 For the Year-to-Date Ended September 30, 2001     DCP/iVideo      DXF       Consolidated
-----------------------------------------------  -------------- ----------- ---------------

Net Operating Revenues                           $      1,000    $163,867   $  164,867
Operating Income/(Loss)                              (864,865)     26,706     (838,159)
Identifiable Operating Assets                          25,010          --       25,010
Depreciation and Amortization                    $     93,468    $  6,191   $   99,659
</TABLE>
Identifiable operating assets include cash, available-for-sale securities, trade
accounts receivable, and fixed assets.



                                      10
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                              SELECTED INFORMATION
          Substantially All Disclosures Required By Generally Accepted
                     Accounting Principles are Not Included
                           SEPTEMBER 30, 2001

NOTE 7 - EARNINGS PER SHARE

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

NOTE 8 - DISCONTINUANCE OF OPERATIONS

The Company halted its  operations and laid off all of its employees  during the
month of July 2001. The continual net losses  experienced by the Company finally
resulted  in the  expenditure  of all  its  cash  reserves.  Additional  outside
financing  was sought but never  secured.  On August 31, 2001 and  September 27,
2001, the Company sold its subsidiaries DXF Design,  Inc. and Digital  Corporate
Profiles, Inc., respectively (See Note 9). The Company's President is discussing
a possible merger with potential investors.

NOTE 9 - SALE OF SUBSIDIARIES

On August 31, 2001, the Company sold 100% interest in DXF Design,  Inc. (DXF) to
its officer, David Flemming, for a $25,000 note receivable.  The note is secured
by 1,000 shares of DXF's common stock, which represent 100% interest,.  The note
has an 8% interest rate and is due on December 31, 2006.

On September 27, 2001, the Company sold 1,000 common shares of Digital Corporate
Profiles,  Inc. (DCP),  which represent 100% interest in DCP, for a $25,000 note
receivable  to an  unrelated  party.  The note is secured by 1,000  shares DCP's
common stock. The note has an 8% interest rate and is due on December 31, 2006.

NOTE 10 - IMPAIRMENT LOSS

The Company  reviews the carrying  value of property,  plant,  and equipment for
impairment whenever events and circumstances indicate that the carrying value of
an asset may not be recoverable from the estimated future cash flows expected to
result  from  its use and  eventual  disposition.  In cases  where  undiscounted
expected  future cash flows are less than the carrying value, an impairment loss
is  recognized  equal to an amount by which the carrying  value exceeds the fair
value of assets.  The  factors  considered  by  management  in  performing  this
assessment  include current  operating  results,  trends and prospects,  and the
effects of  obsolescence,  demand,  and other  economic  factors.  Based on this
assessment,  the Company recorded an impairment loss of $302,641, which includes
substantially all of its assets including computer equipment, computer software,
furniture and fixtures, leasehold improvements, and program development costs at
September 30, 2001.










                                       11
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                         (Formerly Known as DIGS, Inc.)
      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


This Form 10-QSB includes  "forward-looking"  statements  about future financial
results,  future  business  changes and other events that have not yet occurred.
For example,  statements  like we "expect," we  "anticipate" or we "believe" are
forward-looking statements.  Investors should be aware actual results may differ
materially from our expressed  expectations  because of risks and  uncertainties
about the future.  We do not  undertake to update the  information  in this Form
10-QSB  if any  forward-looking  statements  later  turn  out to be  inaccurate.
Details  about risks  affecting  various  aspects of our business are  discussed
throughout   this  Form   10-QSB.   Investors   should  take  these  risks  into
consideration.

                               FINANCIAL CONDITION
                               -------------------
The  financial  condition  of the Company at December  31, 2000  resulted in our
auditors expressing a going concern in their audit report due to inadequate cash
reserves. In July 2001 the Company used the last of its cash reserves and had to
halt its  operations  and lay-off all of its  employees.  On August 31, 2001 and
September 27, 2001,  the Company sold its wholly own  subsidiaries,  DXF Design,
Inc. and Digital  Corporate  Profiles,  Inc. for two notes  receivable  totaling
$50,000.  The Company's  President,  Peter Dunn, is  discussing  with  potential
investors for a possible merger.

                              RESULTS OF OPERATIONS
                              ---------------------
Operations during the nine months ended September 30, 2001 resulted in a loss of
$1,164,381 as compared to an operating  loss of $761,511  during the same period
ended  September  30, 2000.  During the nine months  period ended  September 30,
2001, the Company recorded impairment loss for all of its assets. The impairment
loss total $302,641, which represented 26% of the operating loss for the period.

Revenues
--------
Consolidated  revenues for the quarter and year-to-date  periods ended September
30, 2001  decreased to $33,950 from $92,575 for the same period ended  September
30, 2000. The consolidated revenue decrease is the result of no iVideoNow system
sales by Digital Corporate  Profiles (DCP) and a sharp decline in graphic design
services  provided  by DXF Design  (DXF).  DCP's  efforts to market and sell its
Internet  video  application,  the iVideoNow  System was not  successful.  DXF's
revenues  decreased  due to lost  clients.  These  particular  clients  began to
perform  their own art design  in-house  as opposed to using  DXF's  independent
services.

Cost of Sales and Operating Expenses
------------------------------------
Cost of sales as a percent of revenue  increased  to 116% during the quarter and
year-to-date  periods  ended  September  30, 2001 as compared to 72% in the same




                                      12
<PAGE>
                         iVIDEONOW, INC. AND SUBSIDIARY
                         (Formerly Known as DIGS, Inc.)
    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

period  of  2000.  This  increase  is  primarily  a  result  of an  increase  in
amortization  expenses  allocated to cost of sales.  The  increase  reflects the
amortization of costs  associated  with  developing the iVideoNow  System over a
two-year period. In addition, the changes also caused by the decrease of revenue
while some of the fix costs still remain the same.  As a result,  the  Company's
gross profit  decreased to negative $5,290 during the period ended September 30,
2001 from $25,632 of revenue during the same period of 2000.

Operating  expenses  during the period  ended  September  30, 2001  decreased to
$845,720  as  compared to  $1,071,484  during the same period in 2000.  The most
significant  operating  expense  decrease  for the  quarter  was  payroll as the
Company  ceased  its  operation  during  the  month of  July.  The  Company  had
previously  expanded its staff of programmers,  marketers and  administrators to
accommodate  and guide the  expected  growth of the  Company as  compared to the
prior year. Research and development expenses increased as a result of expedited
efforts to refine the iVideoNow System as well as research future adaptations of
the system.  Professional  fees (accounting and legal)  decreased  significantly
because the Company did not incur any SB-2 or other  registrations  fees similar
to those incurred for the March 14, 2000 private placement of preferred stock.

Liquidity and Sources of Capital
--------------------------------
During the year-to-date period ended September 30, 2001, cash used for operating
activities  was $507,632,  and cash used for investing  activities was $174,491.
The cash  used for  operations  is a result of a net  operating  loss as well as
changes in accounts receivable,  accounts payable,  impairment loss, and loss on
sale of subsidiaries.  Cash used for investing  activities  consisted of $96,167
for property and equipment,  $49,280 in program development costs and $29,044 in
officer advances.  Officer advances are short-term notes bearing 5% interest. No
additional cash was used or provided  through  financing  activities  during the
nine months period.

                                     OUTLOOK
                                     -------
The  Company's  efforts to market  and sell the  iVideoNow  System  proved to be
unsuccessful.  In July 2001 the company  laid off all of its  employees,  halted
operations  and  began to seek  potential  candidates  for  possible  merger  or
acquisition.  At the  end of  the  quarter,  several  possibilities  were  under
consideration.











                                      13
<PAGE>
PART II.  OTHER INFORMATION

Item 5.  Other Information

Name Change
-----------

In accordance with the approval of the Board of Directors and a majority of the
shareholders, on June 8, 2000, the anme of the Company was changed to iVideoNow,
Inc.

Sale of Subsidiaries
--------------------

On  August  31,  2001,  the  Company  sold all of the capital stock of DXF, Inc.
("DXF"), its wholly-owned  subsidiary,  to David Fleming,  President of DXF, for
assumption of all DXF's liabilities and a $25,000 promissory note.

On  September  27, 2001,  the Company  sold all of the capital  stock of Digital
Corporate Profiles,  Inc.  ("Digital"),  to Pamela Jean Gerber, a non-affiliated
individual,  for  assumption  of  all DXF's Digital's liabilities  and a $25,000
promissory note.




Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                    3.1(a)    Amendment  to  Articles  of  Incorporation   dated
                              June 8, 2000,  changing the Registrant's  name  to
                              iVideoNow, Inc.

                    10.9      Sale and Purchase of Shares Agreement dated August
                              31, 2001, between the Registrant and David Fleming

                    10.10     Sale  and  Purchase  of  Shares   Agreement  dated
                              September  6, 2001,  between  the  Registrant  and
                              Pamela Jean Gerber



         (b)      Reports on Form 8-K

                  None










                                      14
<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: November 19, 2001                  iVideoNow, Inc.


                                           By: /s/ Peter B. Dunn
                                              ---------------------------------
                                              Peter B. Dunn, President














































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