Actionview International 10QSB 2007 Q3 Quarterly report (small business)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDEDSEPTEMBER 30, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO __________

COMMISSION FILE NUMBER: 033-90355

ACTIONVIEW INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)


NEVADA	87-0542172
(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)

1892 West Broadway, 2^nd floor, Vancouver, British Columbia, Canada V6Y 1J9
(address of principal executive offices)

(604) 878-0200
(Registrant's telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (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 shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of Common Stock, $0.001 par value, outstanding on November 12, 2007, was 101,040,236shares.

Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


ActionView International, Inc Consolidated Balance Sheets
		September 30,		December 31,
		2007 (unaudited)		2006 (audited)
ASSETS
Current Assets
Accounts receivable - net	$	70,673	$	10,870
Inventory		30,590		34,325
Prepaid expenses		18,887		10,331
Total Current Assets		120,150		55,526
Property and equipment, net of depreciation		1		1
Intellectual property rights and goodwill		1		1
Other Assets
Total Other Assets		-		-
Total Assets	$	120,152	$	55,528
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Bank indebtedness	$	11,352	$	42,715
Accounts payable and accrued liabilities		140,546		334,652
Deferred revenue		5,756		7,641
Convertible and other debt		35,000		694,377
Due to related parties		728,791		391,901
Total Current Liabilities		921,445		1,471,286
Total Liabilities		921,445		1,471,286
Stockholders' Equity
Common Stock, Authorized 1,000,000,000 Shares, $0.001 Par Value, 81,803,422 Shares Issued and Outstanding		81,803		34,715
Additional Paid in Capital		5,502,956		4,725,601
Stock Warrants		46,800		130,800
Obligation to issue shares		-		52,000
Exchangeable shares		2,421,803		2,421,803
Retained Deficit		(8,854,655)		(8,780,677)
Total Stockholders' Equity		(801,293)		(1,415,758)
Total Liabilities and Stockholders' Equity	$	120,152	$	55,528

The accompanying notes are an integral part of these consolidated financial statements


ActionView International, Inc. Consolidated Statements of Operations (Unaudited)
		For the Nine Months Ended September 30,		For the Nine Months Ended September 30,		For the Three Months Ended September 30,		For the Three Months Ended September 30,


		2007		2006		2007		2006
Revenues
Advertising revenue	$	83,649	$	48,284	$	61,266	$	18,231
Royalties and other income		6,312		11,800		1,416		1,090
Sign sales		400		20,526		48		20,526
Total Revenues		90,361		80,610		62,730		39,847
Cost of materials		14,518		26,034		8,021		17,004
Gross Profit		75,843		54,576		54,709		22,843

Operating Expenses
Administrative fees		22,500		-		22,500		-
Consulting		-		30,000		-		-
Depreciation and amortization		-		46,499		-		15,500
Finance and interest expense		100,310		193,739		6,668		67,037
Foreign exchange (gain) loss		(2,617)		11,610		(313)		2,114
Investor relations		4,018		9,862		191		3,433
Marketing and business promotion		28,345		96,470		1,457		25,561
Office and general administration		�� 30,183		78,880		9,184		24,923
Professional fees		21,298		48,938		3,758		6,401
Product development		-		80,212		-		19,096
Salaries and management fees		210,592		167,124		57,471		46,352
Total Operating Expenses		414,629		763,334		100,916		210,417
Net Operating Loss		(338,786)		(708,758)		(46,207)		(187,574)

Other Income (Loss)
Gain on debt settlement and


extinguishment		350,466		-		350,466		-
Total Other Income (Loss)		350,466		-		350,466		-
Net Loss	$	11,680	$	(708,758)	$	304,259	$	(187,574)
Net Loss Per Share	$	0.0003	$	(0.0217)	$	0.0050	$	(0.0058)
Weighted Average Shares Outstanding		44,928,566		32,689,217		60,663,129		32,310,688

The accompanying notes are an integral part of these consolidated financial statements.


ActionView International, Inc.
Consolidated Statements of Cash Flows (Unaudited)
		For the Nine Months Ended September 30,
		2007		2006

Cash Flows from Operating Activities:
Net Income (Loss)	$	11,680	$	(708,758)
Non-cash items included in net loss:
Depreciation and amortization		-		46,499
Stock based operating expenses		-		145,261
Finance expense		-		118,533
Gain on settlement of debt		(292,772)		-
Changes in non-cash working capital:
Inventories		3,735		(8,279)
Deferred finance charges		-		11,009
Deferred revenue		-		5,366
Prepaid expense		(8,556)		21,206
Accounts receivable		(59,803)		6,281
Accounts payable and accrued liabilities		281,189		72,720
Net Cash Used by Operating Activities		(64,527)		(290,162)
Cash Flows Used by Investing Activities:
Purchase of equipment				-
Net Cash Used by Investing Activities		-		-
Cash Flows from Financing Activities:
Advances from related parties		95,890		65,359
Proceeds from convertible promissory notes				70,000
Increase (decrease) in convertible debt for cash		-		(8,457)
Issuance of common stock for notes and debt		-		-
Issuance of common stock for cash		-		20,178
Net Cash from Financing Activities		95,890		147,080
Increase (Decrease) in Cash		31,363		(143,082)
Cash and Cash Equivalents at Beginning of Period		(42,715)		96,434
Cash and Cash Equivalents at End of Period	$	(11,352)	$	(46,648)
Supplemental information:
Cash paid for interest	$	2,024	$	64,584
Common stock issued to satisfy debt	$	659,377	$	-

The accompanying notes are an integral part of these consolidated financial statements.

ACTIONVIEW INTERNATIONAL, INC

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2007

NOTE 1 -BASIS OF PRESENTATION

Unaudited Interim Consolidated Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2006, included in the Company’s form 10-KSB filed with the Securities and Exchange Commission. The unaudited interim consolidated financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, hav e been made. Operating results for the nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

Going concern

These unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2007, the Company had a working capital deficiency of $798,746 and has incurred losses since inception of $8,852,106. Further losses are anticipated in the development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability. The continuing operations of the Company and the recoverability of the carrying value of the assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classifica tion of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. There can be no assurance that capital will be available as necessary to meet the Company’s working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected. Management intends to finance operating costs over the next twelve months with loans from related parties, commercial loans and/or private placement of capital stock.

NOTE 2 - CONVERTIBLE AND OTHER DEBT

As of September 30, 2007, the Company had convertible and other third party debt obligations, excluding related accrued interest, totaling $35,000 and bearing interest at 15% per annum. As of September 30, 2007, the debt was in default. Subsequent to September 30, 2007, the debt was repaid.

During the quarter ended September 30, 2007, a total of $369,850 in debt was extinguished through the issuance of a total of 27,878,569 shares of common stock, of which 17,128,569 shares were restricted. The Company also obtained debt and interest forgiveness totaling $292,772 which has been recorded as a gain on settlement of debt along with $57,694 in cash received as an adjustment on prior debts that were settled through the issuance of stock where the liquidated proceeds from the stock issued exceeded the amount of the debt obligation.

NOTE 3 - DUE TO RELATED PARTIES

At June 30, 2007, the Company owed a total of $728,791 to the two Company directors and their private companies. Of this amount, $178,971 was advanced in cash on a demand loan basis. The balance relates primarily to accrued but unpaid compensation.

In connection with the cash loans, the Company authorized the following effective June 15, 2006: (i) to repay the cash loans on a first priority basis; (ii) to accrue interest at 20% per annum on the cash loans from October 1, 2006; and (iii) in the event of default, to allow conversion of the cash loans into common stock of the Company at 80% of the volume weighted average price during the ten trading days immediately prior to formal notice. The Company is under active discussions with the parties to settle the balances owed and anticipates having a settlement structure in place by the end of November 2007.

NOTE 4 - COMMON STOCK

The following stock transaction took place during the three months ended September 30, 2007:

On August 2, 2007, the Company entered into a Settlement Agreement with Sequoia International, Inc., which had purchased the note payable from John and Mary Setterstrom on July 24, 2007. Under the terms of the original promissory note payable, the Company was required to pay the remaining principal of $12,000 plus accrued interest of $1,800 on July 31, 2007 to satisfy the obligation. The Company defaulted on this payment and Sequoia filed an action against the Company in the 12th Judicial Circuit Court in Sarasota County, Florida. The settlement agreement provided for the Company to issue a total of 6,000,000 shares of common stock for full satisfaction and release of the obligation.

On September 7, 2007, the Company entered into a Settlement Agreement with Sequoia International, Inc., which had purchased a note payable from Fran Secco on August 28, 2007. Under the terms of the original promissory note payable, the Company was required to pay the remaining principal of $20,000 plus accrued interest on April 30, 2007 to satisfy the obligation. The Company defaulted on this payment and Sequoia filed an action against the Company in the 12th Judicial Circuit Court in Sarasota County, Florida. The settlement agreement provided for the Company to issue a total of 4,750,000 shares of common stock for full satisfaction and release of the obligation.

On September 17, 2007, the Company issued a total of 17,128,569 shares of restricted common stock as payment on $337,850 of defaulted debt.

Exchangeable shares

There has been no change in exchangeable shares during the nine months ended September 30, 2007.

The 8,422,675 exchangeable shares were issued to a trustee of the two officers and directors of the Company as part of the acquisition of AASI and 612 Canada in September 2003. The holders of these exchangeable shares may, at any time, require 612 Canada to repurchase the exchangeable shares for an amount equal to the then current market value of the Company’s common stock. 612 Canada may, at its option, satisfy the resulting obligation to repurchase the exchangeable shares in cash or it may elect to have the obligation satisfied by the issuance of shares of the common stock of the Company on the basis of one common share for one exchangeable share. The holders of the exchangeable shares have been granted voting rights on a basis of on vote for every exchangeable share held. During the year ended December 31, 2003, 350,000 exchangeable shares were exchanged for shares of the Company at $0.30 each, leaving 8,072,675 exchangeable shares issued an d outstanding as at September 30, 2007.

Subsequent to September 30, 2007, all of the exchange shares were converted into shares of restricted common stock, resulting in the issuance of 8,072,675 common shares.

Stock Purchase Warrants

A summary of the Company’s outstanding warrants at September 30, 2007 and changes for the nine months then ended is presented below:

Expiry Date

Exercise Price

Number of

Issuable at December 31, 2006

Issued

Expired

Number of

Issuable at

Sept. 30, 2007

Jan 15, 2007

Jan 22, 2007

Feb 20, 2007

Mar 10, 2007

Jun 30, 2007

Feb 14, 2009

Indefinite

Totals

0.55

0.45

0.17

0.13

0.10

150,000

50,000

175,000

1,412,500

100,000

90,000

768,750

2,796,250

(150,000)

(50,000)

(175,000)

(1,412,500)

(100,000)

(1,937,500)

90,000

768,750

858,750

The weighted average exercise price and remaining life of the stock purchase warrants is $0.10 and 462 days, respectively. Subsequent to September 30, 2007, 498,750 warrants expired and the remaining 360,000 warrants outstanding were cancelled in exchange for 250,000 shares of restricted common stock.

NOTE 5 - CONTINGENCY

In January 2007, the Company received notice of claim for $9,200 from its former landlord, regarding removal of certain fixtures installed by the Company during relocation to other premises. The Company disputes the claim, considers it to be without merit and plans to defend itself against this claim.

NOTE 6 - SUBSEQUENT EVENTS

Subsequent to September 30, 2007, the Company repaid $35,000 in debt owed to third parties.

Subsequent to September 30, 2007, 498,750 warrants expired and the remaining 360,000 warrants outstanding were cancelled in exchange for 250,000 shares of restricted common stock.

Subsequent to September 30, 2007, all of the exchange shares were converted into shares of restricted common stock, resulting in the issuance of 8,072,675 common shares.

Subsequent to September 30, 2007, the Company issued 1,714,142 shares of restricted common stock for interest forgiveness.

Subsequent to September 30, 2007, the Company executed a Binding Agreement with S3 Investment Company, Inc. and its wholly-owned subsidiary Redwood Capital, Inc., pursuant to which the Company has agreed to loan S3 Investment Company $130,000 to cover certain costs relative to a contract between Redwood Capital, Inc. and Dalian Chuming Group, Ltd. Under the terms of the Binding Agreement, the Company will be utilized as the public vehicle for the entrance of Dalian Chuming Group, Ltd into the U.S. public markets. While the specific terms of the transaction will be subject to a definitive agreement, the Company anticipates that the present operations will be sold, spun off or discontinued. The Company has not executed a definitive agreement with Dalian Chuming, and an anticipated closing date or other details of the transaction have not been provided. In addition to repayment of the $130,000 loan plus interest, Redwood Capital has agreed to pay the Company an Equity Bonus valued at $260,000 in equity upon closing of the merger. The Note bears interest at 20% per annum and is due and payable March 31, 2008 or the closing of the Dalian Chuming transaction, whichever comes soonest.

September 30,2007, the Company entered into a Settlement Agreement with Sequoia International, Inc., which had purchased the note payable from Andres Gueist on October 1, 2007. Under the terms of the original promissory note payable, the Company was required to pay the remaining principal of $35,000 on October 1, 2007 to satisfy the obligation. The Company defaulted on this payment and Sequoia filed an action against the Company in the 12th Judicial Circuit Court in Sarasota County, Florida. The settlement agreement provided for the Company to issue a total of 9,200,000 shares of common stock for full satisfaction and release of the obligation.

ITEM 2.

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and section 21E of the United States Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be ma terially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars and are prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us” and “our” refer to Upstream Biosciences Inc. and our wholly-owned subsidiary. The term “Upstream Nevada” specifically refers to our company and the term “Upstream Canada” specifically refers to our wholly-owned subsidiary, Upstream Biosciences Inc., a Canadian corporation. Unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

The following discussion should be read in conjunction with the Company’s interim consolidated financial statements and the notes related thereto included in item 1 above which have been prepared in accordance with the accounting principles generally accepted in the United States of America. The discussion of results, causes and trends should not be construed to imply any conclusion that such results, causes or trend will necessarily continue in the future.

Corporate History and Business Development

ActionView International Inc., formerly known as Acquisition Media Inc., was incorporated on January 26, 1986, as Vantage, Inc., under the laws of the State of Nevada. It currently trades on the OTC Bulletin Board under the symbol "AVWI" and is referred to in this Form 10-QSB as the "Company", the "Registrant" or the "Issuer". Following a number of name changes since incorporation, the Company changed its name again to ActionView International, Inc. on August 20, 2003. This was done to better reflect its new business operations during the process of acquiring 100% of ActionView Advertising Systems, Inc. and related Intellectual Property Rights through its 100% owned subsidiary company, 6126421 Canada Ltd. This acquisition closed in September 2003.

The Company custom-designs, markets and manufactures illuminated programmable motion billboard signs for use in airports, mass transit stations, shopping malls and other high traffic advertising locations designed to reach people on the go with targeted messaging. Following a 6 year research and development process under the guidance of its founder, Rick Mari, the ActionView signs are versatile, attractive and technologically advanced, utilizing sophisticated digitally controlled electronic components, high quality mechanics and proprietary source code. In addition to enhanced operating performance, the ActionView signs offer the following advantages over its stationary counterparts: (i) the display of multiple advertisements in a single location, typically where space is at a premium; and (ii) the necessary movement to attract the attention of passersby. Studies have shown that motion billboard advertising increases the lik elihood of attracting attention by 3 to 4 times over static billboards.

The Company’s business model has three main revenue sources: (i) recurring advertising revenues from Company-owned signs placed in high traffic locations under long term contracts being shared with Ad Agencies, location owners and local business partners; (ii) revenues from start-up franchise fees, from on-going royalty fees on advertising revenues generated on the signs sold to the franchisees, and from fees on signs when sold by the franchisees to 3^rd parties; and (iii) sale of signs to franchise operators or large volume customers. This has been the Company's primary business since inception.

Sales of the ActionView product began with a franchising program that exposed the signs to shopping mall markets in Canada and the United States. Site testing was conducted in the malls and business concourses of Vancouver, Canada with the support of local and national advertisers. Since 2003, rental signs have been generating ad revenues in up to five separate shopping malls in Vancouver. The Company also sells its signs to franchises and receives royalty income from the advertising revenues generated by those signs. Over the past three years, the Company has tried very hard to expand its business model using the ActionView signs in revenue sharing programs in international markets through strategic alliances in Hong Kong/China, Australia, the Middle East and the United States. In anticipation of success from this strategy, manufacturing was moved from Canada to China’s Guangdong Province in 2003 to ben efit from the mass manufacturing capabilities and economies of scale in China. However, this strategy has seen limited success to date.

The Company’s Board of Directors has previously determined that it is in the Company’s best interests to attempt to sell the manufacturing and direct advertising business located in Vancouver, Canada, while retaining the franchise operations. This change in strategy is designed to limit the necessary capital for further expansion and operations while capitalizing on the product’s uniqueness and market potential.

Subsequent to September 30, 2007, the Company executed a Binding Agreement with S3 Investment Company, Inc. and its wholly-owned subsidiary Redwood Capital, Inc., pursuant to which the Company has agreed to loan S3 Investment Company $130,000 to cover certain costs relative to a contract between Redwood Capital, Inc. and Dalian Chuming Group, Ltd. Under the terms of the Binding Agreement, the Company will be utilized as the public vehicle for the entrance of Dalian Chuming Group, Ltd into the U.S. public markets. While the specific terms of the transaction will be subject to a definitive agreement, the Company anticipates that the present operations will be sold, spun off or discontinued. The Company has not executed a definitive agreement with Dalian Chuming, and an anticipated closing date or other details of the transaction have not been provided. In addition to repayment of the $130,000 loan plus interest, Redwood Capital has agreed to pay the Company an Equity Bonus valued at $260,000 in equity upon closing of the merger. The Note bears interest at 20% per annum and is due and payable March 31, 2008 or the closing of the Dalian Chuming transaction, whichever comes soonest.

Since the Company has not yet executed a definitive agreement with Dalian Chuming, the Company’s operations represented in the accompanying consolidated financial statements represent the operations of ActionView International and its subsidiaries without giving effect to any possible change in business model, management or operations.

Critical Accounting Policies and Recent Accounting Pronouncements

Management believes the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on the Company’s financial statements. Because of the uncertainty inherent in these matters, actual results could differ from the estimates used in applying the critical accounting policies. Within the context of these critical accounting policies, management is not currently aware of any reasonably likely event that would result in materially different amounts being reported.

Revenue Recognition

ActionView has historically generated its revenue primarily from three sources:

i) revenue from sale of advertising – earned when Company-owned signs are placed in point-of-purchase and high traffic advertising locations. This revenue is shared with the ad agencies who sell the advertising, the location owners and the local business partners who put the contracts together, and is recognized over the period when the advertising is provided.

ii) revenue from franchise operators – earned from start-up franchise fees, from on-going royalty fees on advertising revenues generated on the signs sold to the franchisees, and from fees on signs when sold by the franchisees to 3^rdparties. Non-refundable franchise fees are earned when all material services relating to the sale have been substantially performed by the Company including arranging the franchise agreements and providing initial training services and related materials.

iii) revenue from sale of signs – earned when signs are sold to franchise operators or large volume customers.

Revenue from all sources is recognized when the amount is fixed or determinable, delivery has occurred or initial services have been performed, and collection is reasonably assured. Any amounts received in advance of the goods being delivered or services being performed are recorded as deferred revenue.

Signs manufactured for inventory and/ or fixed assets

Signs manufactured for sale to franchisees and other customers, located primarily in North American markets, are recorded as inventory at laid down cost when the signs are received and recorded for financial reporting purposes at the lower of cost or net realizable market value. Cost of sales is recorded on the first-in first-out basis.

Signs manufactured for rental to ad agencies and/or sign location landlords, located primarily in foreign markets, are recorded as fixed assets at laid down cost and amortized on a straight line basis over the 5 year estimated useful life.

Asset impairment

Following a long period of poor financial performance and continued losses on its advertising revenues from Company-owned signs and the sale of signs to franchise operators, the carrying value of substantially all of the Company’s remaining assets was either written off or written down to estimated recoverable amounts as of December 31, 2006. This created an operating asset impairment of $379,134 which followed write down of Intellectual Property Rights and Goodwill to nominal value the as of December 31, 2005 resulting in an initial asset impairment of $2,138,787.

Recent accounting pronouncements

This information is included in the audited financial statements for year ended December 31, 2006 (Note 2) contained in the Form 10-KSB filed with the Securities and Exchange Commission on April 17, 2007.

Results of Operations for nine months ended September 30, 2007

The unaudited financial statements for the nine months ended September 30, 2007 (“2007 period”) are compared below to the unaudited financial statements for the nine months ended September 30, 2006 (“2006 period”) and to some extent to the audited financial statements for the year ended December 31, 2006 (“2006 year”).

Revenues

The Company reported revenues of $90,361 for the 2007 period compared to $80,610 for the 2006 period. The increase came from advertising revenue from Company-owned signs placed in Vancouver shopping malls.

Gross Profit

The Company generated gross profit of $75,843 for the 2007 period compared to $54,576 in the 2006 period. This increase was a direct result of higher ad revenues.

Operating Expenses

The Company reported operating expenses of $414,629 in the 2007 period compared to $763,334 in the 2006 period. The $348,705 net decrease was due to the following:


-	decrease in consulting fees to $nil from $30,000 due to elimination of certain public company related consulting services.
-	decrease in depreciation and amortization to $nil from $46,499 resulting from the operating asset impairment at December 31, 2006.
-	decrease in finance and interest expense to $100,310 from $193,739 due to the write off of all remaining deferred finance charges as part of the operating asset impairment at December 31, 2006 and settlement of the 8% CLX convertible debt with Company stock. The on-going interest expense relates to accrued but unpaid interest on the promissory notes and cash loans from related parties.
-	decrease in investor relations to $4,018 from $9,862 due to absence of news releases with no significant public announcements being required.
-	appositive impact from a $2,617 gain on foreign exchange transactions compared to a loss of $11,610
-	decrease in marketing and business promotion to $28,345 from $96,470 due to a significant reduction in market development activities in the USA.
-	decrease in office and administration to $30,183 from $78,880 due to emphasis on overhead reductions while awaiting improvements in ad revenues.
-	decrease in professional fees to $21,298 from $48,938 due to much lower audit and other professional services required of a public company.
-	decrease in product development expenses to $nil from $80,212 due to insufficient working capital for these purposes.
-	increase in salaries and management fees to $210,592 from $167,124 due to an increase in management fee accruals as incentive for the cash loans from related parties, net of administrative staff reductions.

Net Loss

The net loss from operations decreased to $338,786 in the 2007 period from $708,758 in the 2006 period. The net decrease of $369,972 was due to the combination of factors detailed above and summarized below:


-	decreases in nine of eleven operating expense accounts as follows:
		consulting fees ($30,000), depreciation and amortization ($46,499), finance and interest ($93,429), investor relations ($5,844), loss on foreign exchange ($14,227), marketing and business promotion ($68,125), office and general administration ($48,697), professional fees ($27,640) and product development ($80,212)

-	partially offset by an increase in salaries and management fees ($43,468) and administrative fees ($22,500).

Liquidity and Capital Resources

At September 30, 2007, the Company had a working capital deficiency of $801,295, including bank indebtedness of $11,352, compared to a working capital deficiency of $1,415,760, including bank indebtedness of $42,715 at December 31, 2006.

The $31,363 decrease in bank indebtedness during the 2007 period ($143,082 decrease in cash during the 2006 period) arose from the following cash flow activities:


	–	Net cash used in operating activities was $64,527 in the 2007 period ($290,162 in the 2006 period). The decrease resulted from a reduction in overall operating costs as the Company ceased much of its operations due to capital deficiencies.

	–	Net cash provided from financing activities was $95,890 in the 2007 period ($147,080 in the 2006 period) arising from cash infused by the Company’s directors as short term notes payable.

The Company's continuation as a going concern remains uncertain and is dependant upon successfully bringing its products and services to market; achieving profitable business operations in the future; and obtaining additional sources of financing to sustain its business operations, the outcome of which cannot be predicted at this time. In the short term, the Company continues to be dependent on related party cash loans to sustain its operations while negotiations continue regarding a special sale and leaseback financing arrangement for future manufacturing, placement of Company-owned signs and much needed working capital. In the event the Company is unable to secure these funds, it may be necessary to delay, curtail or cancel further development of its products and services.

e) Plan of Operation for Next Twelve Months

Subsequent to September 30, 2007, the Company executed a Binding Agreement with S3 Investment Company, Inc. and its wholly-owned subsidiary Redwood Capital, Inc., pursuant to which the Company has agreed to loan S3 Investment Company $130,000 to cover certain costs relative to a contract between Redwood Capital, Inc. and Dalian Chuming Group, Ltd. Under the terms of the Binding Agreement, the Company will be utilized as the public vehicle for the entrance of Dalian Chuming Group, Ltd into the U.S. public markets. While the specific terms of the transaction will be subject to a definitive agreement, the Company anticipates that the present operations will be sold, spun off or discontinued. The Company has not executed a definitive agreement with Dalian Chuming, and an anticipated closing date or other details of the transaction have not been provided. In addition to repayment of the $130,000 loan plus interest, Redwood Capital has agreed to pay the Company an Equity Bonus valued at $260,000 in equity upon closing of the merger. The Note bears interest at 20% per annum and is due and payable March 31, 2008 or the closing of the Dalian Chuming transaction, whichever comes soonest.

In the event that the merger with Dalian Chuming is not consummated, the Company will continue operating its advertising business and seeking additional capital for operations. In the meantime, management is actively looking to sell off all or part of the operating assets of the Company and will continue pursuing potential merger or acquisition strategies. In the event the merger with Dalian Chuming is not consummated, the Company is unsuccessful in obtaining additional operating capital and other merger or acquisition opportunities are not forthcoming, there is substantial doubt about the Company’s ability to continue as a going concern.

Additions to Management Team

On July 16, 2007, the Company entered into an administrative services contract with Javelin Advisory Group, Inc., to furnish the Company with all of the record keeping and financial reporting services required of a public company. Javelin Advisory Group will perform or oversee the performance of all administrative services which will eliminate most overhead costs and free up management’s time to concentrate on productive revenue generating activities.

Contractual Obligations and Off-Balance Sheet Arrangements

As at September 30, 2007, the Company had third party debt obligations totaling $35,000, excluding related accrued interest. This amount has been specifically identified in Item 2(c) above, Liquidity and Capital Resources.

As of the date of this Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial position, changes in financial position, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transactions, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has: (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support of such assets.

Inflation

Management does not believe that inflation has had or will have a material adverse affect on its operations.

Uncertainties Relating to Forward Looking Statements

This Form 10-QSB Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by their use of words like “plans”, “expect”, “aim”, “believe”, “projects”, “anticipate”, “intend”, “estimate”, “will”, “should”, “could” and other expressions that indicate future events and trends. All statements that address expectations or projections about the future, including statements about the Company’s strategy for growth, product development, market position, expenditures and financial results are forward-looking statements.

All forward-looking statements are made as of the date of filing of this Form 10-QSB and the Company disclaims any duty to update such statements.

The Company may, from time to time, make oral forward-looking statements. The Company strongly advises that the above paragraph and the risk factors described below and in the Company’s other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of the Company to materially differ from those in the forward-looking statements. TheCompany disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.

Risk Factors

Investors should consider each of the following risk factors and the other information in this Quarterly Report, including ActionView’s financial statements and the related notes, in evaluating the Company’s business and prospects. The risks and uncertainties described below are not the only ones that impact on ActionView’s business. Additional risks and uncertainties not presently known to the Company or the Company currently considers immaterial may also impair its business operations. If any of the following risks actually occur, the Company’s business and financial results could be harmed. In that case, the trading price of ActionView’s Common Stock could decline.

1. ActionView lacks an operating history and has accumulated significant losses that may or may not continue into the future. If the losses continue, the Company might have to suspend or cease operations.

2. ActionView's stock price is volatile with wide fluctuations in the past that are likely to continue in the future. The Company’s common stock trades domestically on the OTC-BB, a relatively illiquid and extremely volatile market. In order to maintain its listing status on the OTC-BB, the Company must file periodic reports with the SEC in a timely manner. If the Company does not maintain its reporting status it may have its securities delisted from the OTC-BB.

3. A small number of ActionView's stockholders own a substantial amount of the Company's Common Stock, and if such stockholders were to sell those shares in the public market within a short period of time, the price of ActionView's Common Stock could drop significantly.

4. ActionView may not be able to attract and retain qualified personnel necessary for the implementation of its business strategy. If the Company is not able to attract or retain qualified personnel, it is likely that the Company would be unable to remain competitive in its business resulting in a material adverse effect on ActionView's operations.

5. ActionView' is dependent upon obtaining additional outside financing to continue to support current operations. If the Company is unable to obtain such financing in a timely manner or on terms favorable to the Company, the Company could cease to operate as a going concern. 7. ActionView does not expect to pay dividends in the foreseeable future. Because the Company does not intend to pay dividends in the foreseeable future, the potential return on an investor’s investment in the Company’s common stock cannot include any dividend income.

6. “Penny Stock” rules may make buying or selling ActionView's Common Stock difficult, and severely limit market liquidity. The Company’s common stock is defined as a “penny stock” under applicable federal securities laws. As such, the Company’s shares are more difficult to purchase and sell than other securities not subject to the “penny stock” rules.

7.Future Equity Financings May Dilute Your Ownership Interests.The Company relies upon the availability of equity capital to fund its growth, which financing may or may not be available on favorable terms or at all. We cannot guarantee that additional financing, refinancing or other capital will be available in the amounts we desire or on favorable terms.

8. As of the date of this prospectus we have raised equity capital through the issuance of shares of our restricted common stock and will continue to do so for the foreseeable future. Subject to the implementation of our ongoingplan of operations and any revenues generated in relation thereto, we anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders.

There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

9. The Company does not carry Officer and Director Liability Insurance coverage which would reduce the ability of investors to recover damages in the case of a claim against the Company and or its officers and directors for breach of duties or other liability claims.

ITEM 3.

CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this quarterly report, being September 30, 2007, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our company’s Chief Executive Officer and our Chief Financial Officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no changes in our company’s internal controls or in other factors, which could affect internal control subsequent to the date we carried out our evaluation.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period 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 in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief Executive Officer and our Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

In January 2007, the Company’s subsidiary, ActionView Advertising Systems Inc. received notice of claim for $9,200 from its former landlord, regarding removal of certain fixtures installed by the Company during relocation to other premises. The Company disputes the claim, considers it to be without merit and plans to defend itself against this claim. Otherwise, management is not aware of any legal proceedings (either presently engaged in or contemplated) by any government authority or other party involving the Company or its properties.

No director, officer, or affiliate of the Company is (i) a party adverse to the Company in any legal proceedings, or (ii) has an adverse interest to the Company in any legal proceedings.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 17, 2007, the Company issued a total of 17,128,569 shares of restricted common stock as payment on $337,850 of defaulted debt.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

As of September 30, 2007, the Company was in default on $35,000 in convertible debt. Subsequent to September 30, 2007, the debt obligation was satisfied in full.

ITEM 4.

SUBMISSION OF MATTERS FOR VOTE OF SECURITY HOLDERS

None

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS


Number	Exhibit Description

31.1	Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

ACTIONVIEW INTERNATIONAL, INC.


Dated: November 13, 2007	By:/s/ Christopher Stringer
	Christopher Stringer
	President, Chief Financial Officer and Director

Dated: November 13, 2007	By:/s/ Rick Mari Rick Mari Chief Executive Officer, Secretary and Director

EXHIBIT 31.1

ActionView International, Inc.

a Nevada Corporation

SECTION 302

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Rick Mari, Chief Executive Officer certify that:

(1) I have reviewed this Quarterly report on Form 10-QSB of ActionView International, 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 small business issuer 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-15(e) and 15d-15(e)) 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 registrant, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant'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

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant'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 of internal control over financial reporting, 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 functions):

(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: November 13, 2007

/s/ Rick Mari

Rick Mari

Chief Executive Officer

EXHIBIT 31.2

ActionView International, Inc.

a Nevada Corporation

SECTION 302

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Christopher Stringer, certify that:

(1) I have reviewed this Quarterly report on Form 10-QSB of ActionView International, Inc.;

(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: November 13, 2007

/s/Christopher Stringer

Christopher Stringer
Principal Accounting Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Rick Mari, Chief Executive Officer of ActionView International, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:

the Quarterly Report on Form 10-QSB of the Company for the quarter ended September 30, 2007 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 13, 2007

/s/ Rick Mari

Rick Mari

Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Christopher Stringer, Principal Accounting Officer of ActionView International, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 13, 2007

/s/ Christopher Stringer

Christopher Stringer

Principal Accounting Officer

Actionview International (AVEWD) Inactive 10QSB2007 Q3 Quarterly report (small business)