-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EbKUXlKy7rK5J7mQnBdRSNcXcDxPvhbT6vrDaW66/xOynJjlfmkcGcwWsRAknA+a Oxy0vQe6h+6YJbfhl/WeBA== 0001125282-05-004338.txt : 20050816 0001125282-05-004338.hdr.sgml : 20050816 20050816072046 ACCESSION NUMBER: 0001125282-05-004338 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIAVID BROADCASTING INC CENTRAL INDEX KEY: 0001079110 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980206168 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26535 FILM NUMBER: 051029055 BUSINESS ADDRESS: STREET 1: 3955 GRAVELEY ST. CITY: BURNABY BC CANADA STATE: A1 ZIP: V5C 3T4 BUSINESS PHONE: 6046690047 MAIL ADDRESS: STREET 1: 3955 GRAVELEY ST. CITY: BURNABY BC CANADA STATE: A1 ZIP: V5C 3T4 10QSB 1 b408383_10qsb.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended JUNE 30, 2005 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ------------- --------------- Commission File Number 0-26535 VIAVID BROADCASTING, INC. (Exact name of Small Business Issuer as specified in its charter) NEVADA 98-020-6168 - --------------------------- ----------- (State or other jurisdiction of (IRS Employer incorporation) Identification No.) 11483 WELLINGTON CRESCENT, SURREY BRITISH COLUMBIA V3R 9H1 - -------------------------------------- ------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code 604-588-8146 ------------ Indicate by a check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [ X ] Yes [ ] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding as of Class August 8, 2005 ------------------------ --------------- Common Stock 14,988,000 shares TABLE OF CONTENTS ITEM PAGE NO. PART I Item 1. Financial Statements 3 - 11 Item 2. Management's Discussion and Analysis of Financial 12 - 23 Condition and Results of Operations Item 3. Controls and Procedures 23 PART II Item 6. Exhibits 23 - 28 2 PART 1 FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GENERAL The Company's unaudited financial statements for the three months ended June 30, 2005 are included with this Form 10-QSB. The unaudited financial statements for the three months ended June 30, 2005, include: (a) Consolidated Balance Sheets as of June 30, 2005 ("unaudited") and March 31, 2005 ("audited"); (b) Consolidated Statements of Operations and Comprehensive Loss - Three months ended June 30, 2005 and three months ended June 30, 2004; (c) Consolidated Statement of Stockholders' Equity (Deficiency) for the period ending June 30, 2005; (d) Consolidated Statements of Cash Flows - Three months ended June 30, 2005 and three months ended June 30, 2004; (e) Notes to Consolidated Financial Statements. The unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended June 30, 2005 are not necessarily indicative of the results that can be expected for the year ending March 31, 2006. 3 VIAVID BROADCASTING INC. CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN UNITED STATES DOLLARS) (UNAUDITED) JUNE 30, 2005 4 VIAVID BROADCASTING INC. CONSOLIDATED BALANCE SHEETS (Expressed in United States Dollars) (unaudited)
========================================================================================= ================= ================= Three Months Year Ended Ended June 30, March 31, 2005 2005 - ----------------------------------------------------------------------------------------- ----------------- ----------------- ASSETS CURRENT Cash and cash equivalents $ 24,493 $ 52,995 Short-term investments 197 197 Accounts receivable 294,667 272,424 ----------------- ----------------- Total current assets 319,357 325,616 PROPERTY AND EQUIPMENT 61,742 59,751 ----------------- ----------------- TOTAL ASSETS $ 381,099 $ 385,367 ========================================================================================= ================= ================= LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT Accounts payable and accrued liabilities $ 287,324 $ 256,857 Due to related parties 463,065 489,144 ----------------- ----------------- Total current liabilities 750,389 746,001 ----------------- ----------------- COMMITMENTS (NOTE 7) STOCKHOLDERS' DEFICIENCY Capital stock Authorized 25,000,000 common voting stock with a par value of $0.001 per share Issued 14,988,000 common stock (14,988,000 at March 31, 2005) 14,988 14,988 Additional paid-in capital 3,147,736 3,147,736 Deficit (3,467,403) (3,452,965) Accumulated other comprehensive loss (64,611) (70,393) ----------------- ----------------- Total stockholders' deficiency (369,290) (360,634) ----------------- ----------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 381,099 $ 385,367 ========================================================================================= ================= =================
The accompanying notes are an integral part of these consolidated financial statements. 5 VIAVID BROADCASTING INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in United States Dollars) (Unaudited)
======================================================================================= ==================== ==================== Three Months Ended Three Months Ended June 30, June 30, 2004 2005 - --------------------------------------------------------------------------------------- -------------------- -------------------- REVENUE Teleconferencing, webcasting and transcription income $ 318,176 $ 223,415 -------------------- -------------------- EXPENSES Amortization 5,094 5,244 Conference calls 143,064 111,568 Consulting 82,361 68,257 Interest - 1,180 Office and miscellaneous 63,379 40,376 Professional fees 13,419 15,221 Rent 8,440 3,678 Salaries and benefits 15,791 19,410 Travel and promotion 1,284 104 -------------------- -------------------- 332,832 265,038 -------------------- -------------------- LOSS BEFORE OTHER ITEMS (14,656) (41,623) -------------------- -------------------- OTHER ITEMS Loss on sale of property and equipment - (448) Interest income 218 32 -------------------- -------------------- NET LOSS (14,438) $ (42,039) OTHER COMPREHENSIVE INCOME 5,782 11,441 -------------------- -------------------- COMPREHENSIVE LOSS $ (8,656) $ (30,598) ======================================================================================= ==================== ==================== BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.00) $ (0.00) ======================================================================================= ==================== ==================== WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING 14,988,000 14,207,065 ======================================================================================= ==================== ====================
The accompanying notes are an integral part of these consolidated financial statements. 6 VIAVID BROADCASTING INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (Expressed in United States Dollars) (Unaudited)
================= ================================ =============== ============== =============== ============= =================== Common Stock -------------------------------- Accumulated Additional Subscriptions Other Number of Paid-in Received in Comprehensive Shares Amount Capital Advance Deficit Loss Total - ----------------------- ---------------- ---------- -------------- ---------------- -------------- ----------------- ------------- BALANCE AT MARCH 31, 2004 13,523,000 $13,523 $3,030,701 $ 79,500 $(3,366,508) $ (41,953) $ (284,737) Net loss - - - - (86,457) - (86,457) Foreign currency translation - - - - - (28,440) (28,440) Shares issued for - consulting fees 670,000 670 38,330 - - - 39,000 - cash 795,000 795 78,705 - - - 79,500 Subscriptions received in advance - - - (79,500) - - (79,500) ---------------- ---------- -------------- ---------------- -------------- ----------------- ------------- BALANCE AT MARCH 31, 2005 14,988,000 14,988 3,147,736 - (3,452,965) (70,393) (360,634) Net loss - - - - (14,438) - (14,438) Foreign currency translation - - - - - 5,782 5,782 ---------------- ---------- -------------- ---------------- -------------- ----------------- ------------- BALANCE AT JUNE 30, 2005 14,988,000 $14,988 $3,147,736 $ - $(3,467,403) $ (64,611) $ (369,290) ======================= ================ ========== ============== ================ ============== ================= =============
The accompanying notes are an integral part of these consolidated financial statements. 7 VIAVID BROADCASTING INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in United States Dollars) (Unaudited)
===================================================================================== ================== =================== Three Months Ended Three Months Ended June 30, June 30, 2005 2004 - ------------------------------------------------------------------------------------- ------------------ ------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (14,438) $ (42,039) Items not affecting cash: Amortization 5,094 5,244 Foreign exchange loss 5,782 11,441 Loss on sale of property and equipment - 448 Changes in non-cash working capital items: (Increase) decrease in accounts receivable (22,243) 6,233 Increase (decrease) in accounts payable and accrued liabilities 30,467 (14,711) ------------------ ------------------- Net cash provided by (used in) operating activities 4,662 (33,384) ------------------ ------------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment (7,085) (4,279) Proceeds from sale of property and equipment - 288 ------------------ ------------------- Net cash (used in) investing activities (7,085) (3,991) ------------------ ------------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from shares issued - 81,500 Subscriptions received in advance - (79,500) Repayment of loans from related parties (26,079) 11,130 ------------------ ------------------- Net cash provided by financing activities (26,079) 13,130 ------------------ ------------------- CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD (28,502) (24,245) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 52,995 44,524 ------------------ ------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 24,493 $ 20,279 ===================================================================================== ================== ===================
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 8) The accompanying notes are an integral part of these consolidated financial statements. 8 VIAVID BROADCASTING INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2005 (Expressed in United States Dollars) (Unaudited) ================================================================================ 1. NATURE OF OPERATIONS ViaVid Broadcasting Inc., a Nevada corporation, was incorporated on January 20, 1999. The Company is engaged in providing webcasting, teleconferencing and transcription services to corporate clients throughout North America. 2. GOING CONCERN As at June 30, 2005, the Company has an accumulated deficit of $3,467,403 and a working capital deficiency of $431,032. The Company's ability to continue as a going concern is dependent on continued financial support in the form of loans from its shareholders and other related parties, the ability of the Company to raise equity financing, and the attainment of profitable operations. The Company may, as and when opportunities arise, seek to raise additional equity from the sale of shares of common stock. These consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. They do not include any adjustments to the recoverability and classification of recorded asset amounts and liabilities that might be necessary should the Company be unable to continue as a going concern. 3. BASIS OF PRESENTATION The accompanying interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP"). However, they do not include all the information and disclosures required by United States GAAP for financial statements. They have been prepared on the same accounting policies and methods of applications as the latest annual consolidated financial statements. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of results for the entire year. The information contained in the interim financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto for the year ended March 31, 2005. 4. CORRECTION OF AN ERROR Subsequent to the period ended June 30, 2004, the Company noted an error and corrected it recognizing stock-based compensation expenses as incurred. The overall effect of the restatement on the consolidated financial statements for the year ended March 31, 2004 is that Additional Paid-in Capital and Deficit were increased to $3,030,701 and $3,366,508 respectively, to correct the error to expensing stock-based compensation expenses of $18,583. 9 VIAVID BROADCASTING INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2005 (Expressed in United States Dollars) (Unaudited) ================================================================================ 5. RELATED PARTY TRANSACTIONS The Company entered into the following transactions with related parties: a) Paid or accrued consulting fees in the amount of $72,344 (2004 - $66,201) to three directors of the Company. b) During the fiscal year ended March 31, 2002, the Company issued three 3% convertible promissory notes of $50,000 each for a total debt of $150,000 to related parties. During the year ended March 31, 2005, the Company accrued interest payable in the amount of $3,375 (2004 - $4,500). At maturity on December 31, 2004, the convertible promissory notes were surrendered to the Company for cancellation and the note holders remain general unsecured creditors of the Company and the obligation has no maturity date and bears no interest. The amounts charged to the Company for the services provided have been determined by negotiation among the parties, and in certain cases, are covered by signed agreements. These transactions were in the normal course of operations and were measured at the exchange amount, which represented the amount of consideration established and agreed to by the related parties. Amounts due to related parties are unsecured and are non-interest bearing; therefore the fair value of the amounts owed to the related parties are not determinable. 6. STOCK-BASED COMPENSATION EXPENSE Following is a summary of the stock option activities:
================================================== =============================== =============================== Three months ended Three months ended June 30, 2005 June 30, 2004 ------------------------------- ------------------------------- Weighted Weighted Average Average Number Exercise Number Exercise of Shares Price of Shares Price - -------------------------------------------------- --------------- --------------- --------------- --------------- Outstanding, beginning of the period 150,000 $ 0.72 540,000 $ 0.37 Granted - - - - Forfeited - 0.22 - (250,000) Exercised - - - - --------------- --------------- Outstanding, end of the period 150,000 $ 0.72 290,000 $ 0.50 ================================================== =============== =============== =============== ===============
10 VIAVID BROADCASTING INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2005 (Expressed in United States Dollars) (Unaudited) ================================================================================ 6. STOCK-BASED COMPENSATION EXPENSE (cont'd...) Following is a summary of the status of options outstanding at June 30, 2005:
====================================== =========================================== =============================== Outstanding Options Exercisable Options ------------------------------------------- ------------------------------- Weighted Average Weighted Weighted Remaining Average Average Contractual Exercise Exercise Exercise Price Number Life Price Number Price - -------------------------------------- -------------- -------------- ------------- --------------- --------------- $ 0.20 50,000 0.19 0.20 50,000 0.20 0.10 25,000 1.08 0.10 25,000 0.10 0.10 25,000 1.27 0.10 25,000 0.10 0.20 25,000 1.71 0.20 25,000 0.20 3.50 25,000 4.67 3.50 25,000 3.50 ====================================== ============== ============== ============= =============== ===============
COMPENSATION During the period ended June 30, 2005, the Company granted NIL (2004 - NIL) stock options to consultants and employees and accordingly, the stock-based compensation recognized using the Black Scholes Option Pricing Model was $NIL (2004 - $NIL). 7. COMMITMENTS The Company has no significant commitments with any parties respecting executive compensation, consulting agreements or other matters. Rental of Company premises is on a month-to-month basis. 8. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS There were no non-cash, investing and financing transactions during the quarters ended June 30, 2005 and 2004. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Overview Our primary business is to provide Webcasting, teleconferencing and transcription services to corporate clients throughout North America. These services utilize systems that integrate traditional telephony technology with powerful streaming media technology and Web-based tools. From a simple conference call to a dynamic online presentation, our clients are able to choose the solution that best meets their unique communication needs. A key component of our business model, resulting from the ready availability of in-house expertise, infrastructure, and equipment, is the ability to offer our clients a cost-effective, yet scaleable, means of communications that can be customized to meet individual customer needs. We currently provide our services primarily as a means whereby our clients can communicate up-to-date corporate information, such as current financial information, to a mass audience, including market professionals, institutions, analysts, shareholders, and other key stakeholders. In addition, we also market our services and solutions to resellers of conferencing and communications services as well as a variety of associations and other entities seeking to broadly disseminate current information through a Webcast or teleconference. RESULTS OF OPERATIONS REVENUES. Our revenues were $318,176 for the three month period ended June 30, 2005, compared to revenues of $223,415 for the three month period ended June 30, 2004. Our revenues for the year ended March 31, 2005 were $1,023,281. Our revenues were achieved primarily from Webcasting, teleconferencing, transcription and I.R. Web Page Management services. The increase in our revenues is due to the increase in our client base and providing a greater volume of services. OPERATING EXPENSES. Our operating expenses were $332,832 for the three month period ended June 30, 2005, compared to operating expenses of $265,038 for the three months ended June 30, 2004. The increase in total operating expenses is due to the additional consultants, staff and outside services required for the increased workload. Amortization expense decreased slightly from $5,244 for the quarter ended June 30, 2004 to $5,094 for the quarter ended June 30, 2005 due to a decrease in assets to amortize. Our conference calls expense was $143,064 or 43 % compared to $111,568 or 42% of our total expenses in the quarters ended June 30, 2005 and 2004, respectively, and 45% and 50% of our revenues for the respective periods. These expenses relate to the conference call component of our services and can be expected to continue to constitute one of our largest single expenses. Fluctuations in these expenses as a percentage of our total expenses are primarily the result of the amount of conference call services we provide. Our conference call expense includes our sales and transcription consultants. Consulting expense increased from $68,257 for the quarter ended June 30, 2004 to $82,361 for the quarter ended June 30, 2005 due to an increase in management and public relation fees. Interest expense was $NIL for the quarter ended June 30, 2005 compared to $1,180 for the quarter ended June 30, 2004 due to the cancellation of the interest-bearing convertible promissory notes held by three Directors of the Company. 12 Office and miscellaneous expense increased from $40,376 for the quarter ended June 30, 2004 to $63,379 for the quarter ended June 30, 2005 due to additional software and computer upgrades. Professional fees decreased slightly from $15,221 for the quarter ended June 30, 2004 to $13,419 for the quarter ended June 30, 2005 due to a decrease of professional services required. Rent increased from $3,678 for the quarter ended June 30, 2004 to $8,440 for the quarter ended June 30, 2005 due to additional rental space required. Salaries and benefits decreased from $19,410 for the quarter ended June 30, 2004 to $15,791 for the quarter ended June 30, 2005 due to the release of a part-time salaried employee. We will incur additional operating expenses as we continue to grow our business. We will continue to have operating expenses in connection with the continued up-grade of our services and related research and development expenses. We also anticipate that operating expenses will increase as the number of teleconferences and Webcasts which we provide to our customers increases. NET LOSS. Our net loss was $14,438, or $0.00 per share, for the three months ended June 30, 2005. Our net loss was $42,039, or $0.00 per share, for the three months ended June 30, 2004. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2005, we had current assets of $319,357, substantially all of which was accounts receivable. We had cash of $24,493. As of that date, we had current liabilities of $750,389, including accounts payable and accrued liabilities of $287,324. During the second quarter of the fiscal year ended March 31, 2003, we restructured our operations to reduce and eliminate certain expenses. While we believe our restructuring of our expenses will enable us to meet these current liabilities out of our cash flow from operations, there can be no assurance that we will be successful in this regard. To the extent that this restructuring of our expenses is not sufficient to enable us to meet our current expenses and current liabilities, our ability to pursue our business plan will be adversely affected. Our liabilities due to related parties were $463,065 as of June 30, 2005 and had decreased from $489,144 as of March 31, 2005. The decrease was due to Management receiving $26,079 of monies owed. We plan on meeting our operating expenses during the year by focusing on generating revenues through the sales of corporate conference call services and the sales of Webcasting products, I.R. Web Page services, transcription services and services related to broadcasts of conference calls, corporate presentations, annual general meetings and other related meetings. If the opportunity should arise, we may raise additional capital to meet these operating expenses through the sale of equity securities. There can be no assurance that any additional capital can be raised or, if equity securities are sold, the terms of any such transaction. While our intention is to fund our activities out of our revenues and not rely on raising additional capital for that purpose, there can be no assurance that we will be successful in that regard. Subject to the availability of sufficient funds, we currently intend to pursue the following business plan during the 12 months following June 30, 2005. o Continue to develop a customer base of companies to use our services for teleconferencing and Webcasting of corporate information, as well as customers requiring I.R. Pages and transcription services. 13 o Market our teleconferencing services to public companies required to release earnings and analyst conference calls, corporate media announcements and other information. o Subject to the availability of additional capital, purchase additional equipment to expand our teleconferencing service and Webcasting capabilities. Our actual expenditures and business plan may differ from this stated business plan. There can be no assurance that we can raise additional capital on terms we will consider acceptable. Although we have no present plans or proposals pending, strategic alliances relating to teleconferencing or Webcasting may cause our Board of Directors to modify our plans. In addition, we may modify our business plan based on the available amounts of financing. We do not have any arrangement in place for any debt or equity financing which would enable us to fully fund our business plan. We are currently receiving revenues from our teleconferencing, Webcasting, transcription and I.R. Web Page Management Suite services. We believe we will experience an increase in revenue from these sources if we are successful in increasing our customer base. Because our revenues are limited, we expect that we will continue to operate at a loss for the foreseeable future. Our expenses include a number of items that do not involve cash expenditures and we believe that these non-cash expenditures will contribute substantially to our continuing losses. However, there can be no assurance that our revenues will be sufficient to meet our cash expenses. We base our expectations in part on the following: o We will maintain our current level of revenues and rate of growth in revenues. o Increased usage of our services will lead to increased operating expenses and require additional capital expenditures on new computer equipment, software and technology. o Our operating expenses will continue to increase as we expand the technical capabilities of our software and services. o Our operating expenses will increase as we market our services to potential customers and complete teleconferencing and Webcasting services for our customers. In the event the above expectations are not fulfilled, our business plan may not be realized and we may have to make changes to our plans. 14 CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1996 With the exception of historical matters, the matters discussed in this Report are "forward-looking statements" as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Forward-looking statements made herein include, but are not limited to, the statements in this Report regarding our plans and objectives for our future operations, including plans or objectives relating to our intentions to provide Webcasting and teleconferencing services, streaming media technology and Web-based tools to create, develop and offer financial news and information, and other content through the Internet and other dissemination services and products or services, our plans and objectives regarding revenues and expenses in future periods, our needs for capital expenditures, research and development, our ability to maintain our competitive position, our plans and objectives and needs to raise additional capital, the terms on which such capital can be raised, the period over which any capital available currently to us or raised in the future will be sufficient to meet our current or future levels of operating and other expenses, and our plans regarding the uses of that capital, as well as any other prospective financial information concerning us. Forward-looking statements made in this Report include the assumptions made by management and management's expectations as to the future growth and business direction of the publication of corporate financial information over the Internet, e-commerce through the facilities of the Internet and the role of video and audio production, Internet news broadcasting and websites in the distribution of financial and securities market sensitive information. They also include our beliefs as to our ability to compete successfully and maintain our technological position relative to other providers of streaming media and Web-based communication services. They also include our beliefs as to the willingness of public reporting issuers of securities to use our services for Webcasting and teleconferencing and to broadcast corporate news and information on the Internet and for us to derive material revenues from providing this service. We cannot assure you that our assumptions and expectations in this regard or our views as to the commercial viability of our business plans discussed herein will prove to be accurate. Likewise, we cannot assure you that we will be successful in growing our user and customer base as we plan, attracting companies to use our Internet-based communication services for the dissemination of their news information, realizing material amounts of Webcasting or other revenues, achieving any commercial advantage relative to other financial news dissemination media companies or raising the additional capital required to support our operations or the terms and conditions on which such capital can be raised. Our ability to realize revenues from and raise additional capital for the business plans discussed herein cannot be assured. If our assumptions are incorrect or our Webcasting or other growth plans or plans to realize revenues or raise additional capital fail to materialize, we may be unsuccessful in developing as a viable business enterprise. Under such circumstance your entire investment will be in jeopardy and may be lost. Our business plan has evolved over time, and we expect that our plans will evolve further in the future. Our inability to meet our goals and objectives or the consequences to us from adverse developments in general economic or capital market conditions and our inability to raise additional capital could have a material adverse effect on us. We caution you that various risk factors accompany those forward looking statements and are described, among other places, under the caption "Risk Factors" herein, beginning on page 15. They are also described in our Annual Reports on Form 10KSB, Quarterly Reports on Form 10-QSB, and our Current Reports on Form 8-K. These risk factors could cause our operating results, financial condition and ability to fulfill our plans to differ materially from those expressed in any forward-looking statements made in this Report and could adversely affect our financial condition and our ability to pursue our business strategy and plans. RISK FACTORS An investment in shares of our Common Stock involves a high degree of risk. You should consider the following factors, in addition to the other information contained in this Report, in evaluating our business and proposed activities before you purchase any shares of our common stock. You should also see the "Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1996" regarding risks and uncertainties relating to us and to forward looking statements in this Report. 15 RISKS APPLICABLE TO OUR BUSINESS WE HAVE AN EXTREMELY LIMITED OPERATING HISTORY AND ALSO HAVE A HISTORY OF NET LOSSES We have had an extremely limited operating history. Our business was established in January 1999 and we began operations on the Internet in February 1999. Our total revenues since inception through June 30, 2005 are $3,009,482. Our total losses since inception through June 30, 2005 are $3,379,377. An investor must consider the risks, expenses and difficulties frequently encountered by companies such as ours with a limited history of operations and revenues. Our business plan has evolved over time and therefore, we experience additional risks resulting from the changes we make in our business plan. As changes in the industry further develop, we may need to make further changes to our business plan. We cannot assure you that we will be successful in addressing the risks we confront. We cannot assure you that our revenue will grow sufficiently to assure our future success. We must increase our revenues in order to continue our operations. New companies, such as ours, experience expenses, difficulties and unforeseen problems that create a higher risk of business failure. If we are not successful in overcoming these expenses and difficulties, our business may fail. FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING The report of our independent auditors on their audit of our financial statements as of March 31, 2005 contains an explanatory paragraph that describes an uncertainty as to our ability to continue as a going concern due to our recurring losses and our necessity to obtain additional financing. At June 30, 2005 we had current assets of $319,357 and current liabilities of $750,389, including accounts payable of $287,324. We believe that with the increase in our revenues we are able to support our operations out of our cash flow. However, there can be no assurance that these conditions will continue. We expect to continue, as opportunities arise, to seek to raise additional capital through the sale of equity securities. We are unable to state whether we will be able to raise any additional capital from such sources or the terms on which it may be raised. The sale of our equity securities may dilute the interests of our existing stockholders. As a result of our limited operating history, we have limited meaningful historical financial data upon which our planned operating expenses can be based. Accordingly, our anticipated expense levels in the future are based in part on our expectations as to future revenue. Once established, these expense levels will become, to a large extent, fixed. Revenues and operating results generally will depend on the volume of, timing of and ability to complete transactions, which are difficult to forecast. In addition, there can be no assurance that we will be able to accurately predict our revenue, particularly in light of the unproven and evolving manner in which we derive our revenue, the intense competition for the marketing of our services, revenue-sharing opportunities, and our limited operating history. We may be unable to adjust our spending in a timely manner to compensate for disappointing results of our marketing efforts and efforts to develop revenue, any unexpected revenue shortfall or other un-anticipated technological or other changes in the Internet industry. Our failure to accurately make such predictions or adjustments in our spending would have a material adverse effect on our business, results of operations and financial condition. 16 AMOUNTS OWING TO OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS Our current liabilities include $463,065 due to related parties, including our President, Brian Kathler, $153,960, our Secretary/Treasurer, Paul Watkins, $154,493 and a Director, Robert Gamon, $154,612, who are also principal stockholders of our company, arising out of deferred compensation. These sums also include $54,125, principal and accrued interest owed to each such persons at the maturity on December 31, 2004 of our 3% convertible promissory notes that were cancelled at maturity. These liabilities are an unsecured general liability of our company without interest or conversion rights or agreed date at which the liability is to be repaid. There is no interest accruing on this obligation at this time and there is no understanding or agreement as to repayment of this debt. Our liabilities due to related parties as of June 30, 2005 decreased from March 31, 2005 by $26,079 due to management being repaid a portion of the monies owed. As a consequence of the open nature of these liabilities to our officers and Directors and the timing when these liabilities are paid in part or fully, such persons may have interests that are different from the interests of our company and our other stockholders. POSSIBLE INABILITY TO IMPLEMENT OUR BUSINESS STRATEGY Our business strategy includes increasing our revenues from the teleconferencing, Webcasting, transcription and I.R. Web Page industry. To achieve our business objective, we believe we must: o Sell our services to a wide range of business customers, using both direct and indirect sales channels to drive revenue growth. o Create a positive online experience for our customers and their target audience, thereby encouraging participants to virally promote our services within the corporate and online community. o Promote our services as day-to-day business communication tools used for teleconference meetings, real-time corporate demonstrations, and interactive training sessions, among other corporate communications needs. o Continue to develop proprietary software and hardware enhancements that integrate traditional telephony solutions with the most current Internet technologies and thereby maintain our competitive position. o Expand our telephony, Internet, and supporting hardware infrastructure in anticipation of the development of future services and enhancements and expand our storage capacity in anticipation of increased customer demand. o Explore possible strategic relationship opportunities that will expand our position within the Webcasting teleconferencing, transcription and I.R. Web Page Management industry that will enhance our service offerings, technology, infrastructure, and distribution channels. If we are not successful in implementing all components of our business strategy successfully, our operating results and financial condition may be harmed and our business may fail. POSSIBLE INABILITY TO GENERATE REVENUES AND PROFITABLE OPERATIONS We have earned limited revenues to date and we are presently not profitable. Our business and marketing strategy contemplates that we will earn revenues from providing Webcasting, teleconferencing, transcription and I.R. Web Page Management services to corporate clients throughout North America. If we are not able to generate material revenues from these activities or if the revenues generated do not exceed the operating costs of our business, then our business will not be profitable and our business may fail. ANTICIPATED LOSSES IN FUTURE PERIODS During the three month periods ended June 30, 2005 and June 30, 2004, we incurred losses of $8,656 and $30,598, respectively, on revenues of $318,176 and $223,415, respectively. We expect that our operating expenses will increase as we implement our business and marketing strategy due to the following factors: 17 o We expect that increased usage of our services will lead to increased operating expenses and require additional capital expenditures on new computer equipment, software and technology. o We expect our operating expenses will continue to increase as we expand the technical capabilities of our products and services to meet competition. o We expect our operating expenses will increase as we solicit potential customers. While our revenues have been increasing, increases in our operating expenses may result in us realizing continuing losses for the foreseeable future. DEPENDENCE ON WEBCASTING AND TELECONFERENCING REVENUE We currently expect that Webcasting, teleconferencing, transcription and I.R. Page Web Management will continue to be the principal source of our revenue in the foreseeable future. Our ability to generate Webcasting, teleconferencing, I.R. Web Page Management and transcription revenue will depend on several factors, including: o the pricing of Webcasting, teleconferencing, I.R. Web Page Management and transcription services by others, o our ability to develop and retain a skilled sales force. As a result of the evolving nature of Webcasting and the use of the Internet as a communication medium and our limited operating history, we cannot accurately forecast our revenue. Current and future expense levels are based principally on anticipated future revenues and, as we increase the scope of our activities, these expenses, to a large extent, will increase and become fixed. Accordingly, we may be unable to adjust spending to compensate for shortfalls in our anticipated revenues. If our revenues do not materialize as anticipated, this could have an immediate material adverse effect on our business, financial condition and results of operations, which could lead to an investor's loss of his investment in our company. Our quarterly operating results may fluctuate significantly because of a variety of factors, many of which are outside our control, including: o overall usage levels of our services, o the amount and timing of our capital expenditures, o costs relating to the expansion of our operations, o price competition or pricing changes in Webcasting, teleconferencing, I.R. Pages and transcription, and o costs relating to technical difficulties or system downtime. Quarterly comparisons of our results of operations are not expected to be a reliable indication of our future performance. COMPETITION IN THE WEBCASTING SERVICES MARKET IS INTENSE AND WE MAY BE UNABLE TO COMPETE SUCCESSFULLY. The market for Webcasting services is relatively new, rapidly evolving and intensely competitive. Competition in the marketing of these services will continue to intensify and may force us to reduce our prices, or cause us to experience reduced sales and margins, loss of customers and reduced acceptance of our services. 18 Substantially all of our current and potential competitors have larger and more established customer bases, longer operating histories, greater name recognition, broader service offerings, more employees and significantly greater financial, technical, marketing, public relations and distribution resources than we do. As a result, these competitors may be able to spread costs across diversified lines of business, and therefore, adopt aggressive strategies, such as pricing structures and marketing campaigns, that reduce our ability to compete effectively. Telecommunication providers, for example, enjoy lower per-minute long distance costs as a result of their ownership of the underlying telecommunication network. We expect that many more companies will enter this market and invest significant resources to develop Webcasting services. These current and future competitors may also offer or develop products or services that perform better than ours. In addition, acquisitions or strategic partnerships involving our current and potential competitors could harm us in a number of ways. For example: o competitors could acquire or partner with companies with which we have distribution relationships and discontinue our relationship, resulting in the loss of distribution opportunities for our services; o a competitor could be acquired by or enter into a strategic relationship with a party that has greater resources and experience than we do, thereby increasing the ability of the competitor to compete with our services; or o a competitor could acquire or partner with one of our key suppliers. IF WE FAIL TO OFFER COMPETITIVE PRICING, WE MAY NOT BE ABLE TO ATTRACT AND RETAIN CUSTOMERS. Because the Webcasting market is relatively new and still evolving, the prices for these services are subject to rapid and frequent changes. In many cases, businesses provide their services at significantly reduced rates, for free or on a trial basis in order to win customers. Due to competitive factors and the rapidly changing marketplace, we may be required to significantly reduce our pricing structure, which would negatively affect our revenues, margins and our ability to achieve or sustain profitability. BRIEF TENURE OF MANAGEMENT; DEPENDENCE ON KEY PERSONNEL To effectively manage growth, we must establish, implement and improve operational, financial and management information systems and expand, train and manage our employee base. Our development is and will continue to be substantially dependent on the abilities and performance of our executive officers and other key employees. The loss of the services of any of our executive officers or other key employees could have a material adverse effect on our prospects, business development, and results of operations and financial condition. Competition for senior management, experienced sales and marketing personnel, qualified Web engineers and other employees is and is expected to continue to be intense. There can be no assurance that we will be successful in attracting and retaining such personnel. There can be no assurance that we may not experience difficulty from time to time in hiring and retaining the personnel necessary to support the growth of our business. Our failure to successfully manage our personnel requirements would have a material adverse effect on our business, results of operations and financial condition. 19 Our performance is substantially dependent on the continued services and performance of our senior management and other key personnel, including Brian Kathler, President and a Director, Paul Watkins, Secretary/Treasurer and a Director and Robert Gamon, a Director. We do not have long-term employment agreements with any of our key personnel and maintain no "key person" life insurance policies. Our future success also depends on our ability to identify, attract, retain and motivate highly skilled, technical, managerial, sales, marketing and customer service personnel. Competition for such persons is intense. We cannot assure you that we will be able to attract or retain such personnel. The failure to do so could have a material adverse effect on our business, financial condition and results of operations. OUR BUSINESS WILL SUFFER IF OUR SYSTEMS FAIL OR BECOME UNAVAILABLE. A reduction in the performance, reliability or availability of our systems will harm our ability to distribute our services to our users, as well as our reputation. These disruptions may be due to service or network outages, periodic system upgrades, and internal system failure. To the present, we have not experienced any material service disruptions. Because our revenue depends largely on the numbers of calls and users and the amount of minutes consumed by users, our business will suffer if we experience frequent or extended system interruptions. We maintain our primary data facility and hosting servers at our headquarters in Vancouver, British Columbia, Canada. Our operations depend on our ability to protect these facilities and our systems against damage or interruption from fire, power loss, water, telecommunications failure, vandalism, sabotage and similar unexpected events. In addition, a sudden and significant increase in traffic on our systems or infrastructure could strain the capacity of the software, hardware and systems that we use. This could lead to slower response times or system failures. The occurrence of any of the foregoing risks could cause service interruptions and, as a result, materially harm our reputation, negatively affect our revenue, and our ability to achieve or sustain profitability. IF OUR SECURITY SYSTEM IS BREACHED, OUR BUSINESS AND REPUTATION COULD SUFFER. We must securely receive and transmit confidential information over public networks and maintain that information on internal systems. Our failure to prevent security breaches could damage our reputation and expose us to risk of loss or liability. Our internal systems are accessible to certain of our employees and we may be unable to prevent the misappropriation of this information. Our servers are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays or loss of data. We may be required to expend significant capital and other resources to ensure adequate encryption and additional technologies to protect against security breaches or to alleviate problems caused by any breach. If we fail to provide adequate security measures to protect the confidential information of our customers, our customers may refrain from using our services, potential customers may not want to use our services, and as a result, our operating results would be harmed. DEPENDENCE ON LICENSED TECHNOLOGY We rely on certain technology licensed from third parties for use in operating and managing our Internet site and providing related services to users. We cannot assure you that such technology licenses will be available at all, that they will be available on reasonable commercial terms or that they will operate as intended. RAPID TECHNOLOGICAL CHANGE The market for Internet services is characterized by rapid technological developments, frequent new product introductions and evolving industry standards. We will be required to continually improve the performance, features and reliability of our infrastructure and products and services, particularly in response to competition and changing customer demands. We cannot assure you that we will be successful in responding rapidly, cost-effectively or adequately to such developments. 20 NEW SERVICE RISKS Our future success will depend in part on our ability to expand our Internet communications abilities to include new services. Costs related to developing new services are expensed as they are incurred while revenue related to these new services typically builds over time and, accordingly, our profitability from year to year may be adversely affected by the number and timing of new service launches. In addition, we cannot assure you that any new areas or services will be developed in a timely or cost-effective manner or that they will be successful. RISKS ASSOCIATED WITH BRAND DEVELOPMENT We believe brand identity is important to attracting and expanding our client base. We believe the significance of brand and name recognition will intensify as the number of competing companies increases. We cannot assure you that we will be able to develop our brand identity so as to gain any significant market recognition. LIABILITY FOR INFORMATION RETRIEVED FROM THE WEB; ABSENCE OF LIABILITY INSURANCE Because financial and other information is broadcast to the securities marketplace and elsewhere using our services, there is a potential that claims will be made against us as a participant in the process of distributing this information to investors. We may also be exposed to claims for alleged defamation, negligence, copyright or trademark infringement, personal injury or other theories based on the nature, content, publication and distribution of these materials. Claims may be asserted against us for errors or omissions in the financial and other information disseminated by use of our services by the companies that are our customers. In addition, the increased attention focused upon liability issues as a result of these lawsuits and legislative proposals could impact the overall growth of Internet use and our services. We could also be exposed to liability with respect to the offering of third party content that may be accessible through our services. It is also possible that if any financial information content provided through our services contains errors, third parties could make claims against us for losses incurred in reliance on such information. Even to the extent that such claims do not result in liability to us, we could incur significant costs in investigating and defending against such claims. The imposition on us of potential liability for information carried on or disseminated through our systems could require us to implement measures to reduce our exposure to such liability, which may require the expenditure of substantial resources and limit the attractiveness of our services. Currently, we do not carry general liability insurance intended to protect us from any liability arising out of the foregoing. In any event, however, insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed. Any imposition of liability that is not covered by insurance or is in excess of our insurance coverage would have a material adverse effect on our business, results of operations and financial condition. In addition, the increased attention focused upon liability issues as a result of these lawsuits and legislative proposals could impact the overall growth of Internet use. 21 RELIANCE ON INTELLECTUAL PROPERTY RIGHTS To establish and protect our trademark, service mark and other proprietary rights in our products and services, we rely on a combination of: o copyright, unfair competition, trademark, service mark and trade secret laws, and o confidentiality agreements with our licensees and other third parties and confidentiality agreements and policies covering our employees. We cannot assure you that these measures will be adequate, that we will be able to secure registrations for all of our marks in the U.S. or internationally or that third parties will not infringe upon or misappropriate our proprietary rights. Any infringement or misappropriation, or litigation relating to intellectual property rights, may have a material adverse effect on our business, financial condition and results of operations. On May 22, 2001, the U.S. Patent and Trademark Office registered the mark "ViaVid" in the United States. We have also applied to the Canada Patent and Trademark Office for registration of "ViaVid" in Canada. A trademark has been issued in Canada for "ViaVid". We are not aware of any other companies currently using the name "ViaVid" in the United States. We have conducted searches of trademark databases in the United States and have not found any registration of the name "ViaVid" as a trademark. There is no assurance that the trademark for the "ViaVid" name in the United States will stand up to objections by others who may have made prior use of the name. Also, there can be no assurance that we will obtain any significant commercial advantage from this trademark or that we will have the financial resources to protect our rights in the name through legal proceedings or otherwise. It is also possible that our competitors or others will adopt product or service names similar to "ViaVid" or other similar service marks or trademarks, thereby impeding our ability to build brand identity and possibly leading to customer confusion. Our inability to protect the name "ViaVid" adequately could have a material adverse effect on our business, results of operations and financial condition. Legal standards relating to the validity, enforceability and scope of protection of certain proprietary rights in Internet-related business are uncertain and evolving. In particular, new registration and ownership priority procedures may be adopted which may make it more difficult for us to retain or obtain desirable domain names. CONTROL BY PRINCIPAL STOCKHOLDERS AND POTENTIAL CONFLICTS OF INTEREST Our officers and Directors own approximately 42% of our outstanding shares of Common Stock. As a result, such persons can be expected to be able to elect all the members of our Board and vote to adopt other proposals requiring the favourable vote of a majority of the shares voted at a meeting of stockholders. Such persons could also control the outcome of those actions requiring the approval of the holders of our voting stock, including amendments to our Articles of Incorporation and any business combinations. Such persons concentration of ownership could prevent a change in control of our company that might otherwise be beneficial to stockholders. RISKS APPLICABLE TO THE MARKET FOR OUR COMMON STOCK NO ACTIVE PRIOR PUBLIC MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF STOCK PRICE Prior to January 4, 2000, there was no active public market for our Common Stock. Since then, our Common Stock has been quoted on the OTC Bulletin Board. There can be no assurance that an active trading market for our Common Stock will be sustained or that the market price of our Common Stock will not decline based upon market or other conditions. The market price may bear no relationship to our revenues, earnings, assets or potential and may not be indicative of our future business performance. The trading price of our Common Stock has been and can be expected to be subject to wide fluctuations in response to variations in our quarterly results of operations, the gain or loss of significant strategic relationships, unanticipated delays in our development, changes in estimates by analysts, announcements of technological innovations or new solutions by us or our competitors, general conditions in the technology and Internet sectors and in Internet-related industries, other matters discussed elsewhere in this report and other events or factors, many of which are beyond our control. 22 In addition, the stock market in general and the technology and Internet sectors in particular have experienced extreme price and volume fluctuations which have affected the market price for many companies in industries similar or related to us and which have been unrelated to the operating performance of these companies. These market fluctuations, as well as general economic, political and market conditions, may have a material adverse effect on the market price of our Common Stock. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted against such companies. Such litigation, if instituted, and irrespective of the outcome of such litigation, could result in substantial costs and a diversion of management's attention and resources and have a material adverse effect on our business, results of operations and financial condition. ITEM 3. CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including Brian Kathler, our President and chief financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on the evaluation, Mr. Kathler has concluded that these controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including Mr. Kathler, as appropriate to allow timely decisions regarding required disclosure. PART II - OTHER INFORMATION ITEM 6. EXHIBITS Exhibit Number Description 31.1 Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a) 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) 32.1 Certification of President and Chief Executive Officer Pursuant to Section 1350 (furnished, not filed) 32.2 Certification of Chief Financial Officer Pursuant to Section 1350 (furnished, not filed) 23 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 13, 2005 By: /s/ Brian Kathler -------------------------- President (Principal Executive Officer and Principal Accounting Officer) 24 EX-31 2 b408383_ex31-1.txt CERTIFICATION OF BRIAN KATHLER, PRESIDENT & CEO EX-31.1 CERTIFICATIONS CHIEF EXECUTIVE OFFICER'S CERTIFICATION PURSUANT TO RULE 13A-14(A) I, Brian Kathler, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of ViaVid Broadcasting Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-15-14) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August 13, 2005 /S/ Brian Kathler -------------------------- Brian Kathler President and Chief Executive Officer EX-31.2 3 b408383_ex31-2.txt CERTIFICATION OF BRIAN KATHLER, CFO EX-31.2 CHIEF FINANCIAL OFFICER'S CERTIFICATION PURSUANT TO RULE 13A-14(A) I, Brian Kathler, certify that: 1. I have reviewed this report on Form 10-QSB of ViaVid Broadcasting, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures , as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and; 5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August 13, 2005 /s/Brian Kathler ---------------- Brian Kathler Chief Financial Officer EX-32.1 4 b408383_ex32-1.txt CERTIFICATIONS OF BRIAN KATHLER, CEO (FURNISHED) EX-32.1 PRINCIPAL EXECUTIVE OFFICER'S CERTIFICATION PURSUANT TO SECTION 1350 (furnished but not filed) In connection with the Quarterly Report of ViaVid Broadcasting, Inc. (the Company) on Form 10-QSB for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Brian Kathler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: 1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Brian Kathler - ----------------- Brian Kathler Chief Executive Officer August 13, 2005 EX-32.2 5 b408383_ex32-2.txt CERTIFICATION OF BRIAN KATHLER, CFO (FURNISHED) EX-32.2 PRINCIPAL EXECUTIVE OFFICER'S CERTIFICATION PURSUANT TO SECTION 1350 (furnished but not filed) In connection with the Quarterly Report of ViaVid Broadcasting Inc. (the Company) on Form 10-QSB for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Brian Kathler, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: 1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Brian Kathler - ----------------- Brian Kathler Chief Financial Officer August 13, 2005 -----END PRIVACY-ENHANCED MESSAGE-----