Actionview International 10QSB 2008 Q1 Quarterly report (small business)

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

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008

[ ] 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) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such 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. Yesx No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 9, 2008, the issuer had 330,847,746 shares of its common stock issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


ActionView International, Inc Consolidated Balance Sheet (Unaudited)
		March 31, 2008
ASSETS
Current Assets
Cash	$	13,736
Accounts receivable - net		35,794
Inventory		25,364
Prepaid expenses		16,881
Total Current Assets		91,775
Total Assets	$	91,775
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	25,080
Due to related parties		420,520
Total Current Liabilities		445,600
Total Liabilities		445,600
Stockholders' Equity (Deficit)
Common Stock, Authorized 1,000,000,000 Shares, $0.001 Par Value, 230,847,739 Shares Issued and Outstanding		230,848
Additional Paid in Capital		8,283,726
Retained Deficit		(8,868,399)
Total Stockholders' Equity (Deficit)		(353,825)
Total Liabilities and Stockholders' Equity (Deficit)	$	91,775
The accompanying notes are an integral part of these consolidated financial statements.


ActionView International, Inc. Consolidated Statements of Operations (Unaudited)
		For the Three Months Ended March 31,		For the Three Months Ended March 31,
		2008		2007
Revenues
Advertising revenue	$	16,022	$	17,534
Royalties and other income		3,159		2,645
Total Revenues		19,181		20,179
Cost of materials		3,286		3,015
Gross Profit		15,895		17,164

Operating Expenses
Administrative fees		37,500		-
Finance and interest expense		1,497		40,886
Foreign exchange (gain) loss		266		3,803
Investor relations		10,006		917
Marketing and business promotion		-		24,181
Office and general administration		4,043		7,886
Professional fees		47,474		4,901
Salaries and management fees		-		75,160
Total Operating Expenses		100,786		157,734
Net Operating Loss		(84,891)		(140,570)

Other Income
Gain on settlement of debt		3,692		-
Gain on shares sold		197,990		-
Total Other Income		201,682		-
Net Gain (Loss)	$	116,791	$	(140,570)
Net Gain (Loss) Per Share	$	0.0005	$	(0.0040)
Weighted Average Shares Outstanding		230,847,739		34,715,419
The accompanying notes are an integral part of these consolidated financial statements.


ActionView International, Inc.
Consolidated Statements of Cash Flows (Unaudited)
		For the Three Months Ended March 31,
		2008		2007

Cash Flows from Operating Activities:
Net Income (Loss)	$	116,792	$	(140,570)
Non-cash items included in net loss:
Stock issued for services		159,615		-
Changes in non-cash working capital:
Inventories		-		(281)
Deferred revenue		-		1,414
Prepaid expense		-		(4,108)
Accounts receivable		91,151		(7,735)
Accounts payable and accrued liabilities		(142,765)		33,019
Net Cash Used by Operating Activities		224,793		(118,261)
Cash Flows from Investing Activities:
Sale of marketable securities		(197,990)		-
Net Cash Used in Investing Activities		(197,990)		-
Cash Flows from Financing Activities:
Sale of marketable securities		197,990		-
Advances from related parties		-		134,594
Payments to related parties		(191,971)		-
Increase (decrease) in convertible notes and debt		-		(6,032)
Net Cash from Financing Activities		6,019		128,562
Increase (Decrease) in Cash		32,822		10,301
Cash and Cash Equivalents at Beginning of Period		(19,086)		(42,715)
Cash and Cash Equivalents at End of Period	$	13,736	$	(32,414)
Supplemental information:
Cash paid for interest	$		$	2,024
Common stock issued to satisfy debt	$	100,000	$	-
The accompanying notes are an integral part of these consolidated financial statements.

ACTIONVIEW INTERNATIONAL, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2008

NOTE 1 -BASIS OF PRESENTATION

Unaudited Interim Consolidated Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America and are presented in United States dollars. They include the accounts of the Company and it subsidiaries: ActionView Advertising Systems, Inc. and 6126421 Canada Ltd. 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, 2007, 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 adjustmen ts considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

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 March 31, 2008, the Company had a working capital deficiency of $353,825 and has incurred losses since inception of $8,868,399. 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 classification 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 - DUE TO RELATED PARTIES

At March 31, 2008, the Company owed a total of $420,520 to one of the Company’s directors and a former director, and their respective private companies. The balance owed relates to a combination of accrued but unpaid compensation and cash advanced made to the Company in prior periods. During the quarter ended March 31, 2008, the Company issued 50,000,000 shares of common stock registered under Form S-8 in exchange for $50,000 of unpaid compensation.

Subsequent to March 31, 2008, a total of $52,500 in cash advances made by the former director was repaid under a court ordered issuance of 748 million shares of common stock.

NOTE 3 - COMMON STOCK

During the quarter ended March 31, 2008, the Company issued 79,807,500 shares of common stock registered under Form S-8 in exchange for services previously rendered and having a value of $159,615. The Company also issued 50,000,000 shares of common stock registered under Form S-8 to related parties in exchange for unpaid salaries valued at $100,000.

NOTE 4 – GAIN ON SHARES RECEIVED AS BREAK UP FEE

During the quarter ended March 31, 2008, the Company entered into a definitive agreement to merge with another company. When the merger failed to consummate as a result of the other party’s unilateral decision to withdraw, the Company was awarded shares in the private company. When a merger between that company and another public company was eventually concluded, the shares were sold resulting in a gain of $197,990.

NOTE 5 - SUBSEQUENT EVENTS

Subsequent to March 31, 2008, the Company reached a settlement under which the Company was ordered to issue 748 million shares of common stock pursuant to Section 3(a)10 of the Securities Act of 1933, as amended. As of May 9, 2008, the Company had issued 100 million of the shares.

On April 29, 2008, the Company executed a Letter of Intent with Jim Palmer Trucking, Inc. (“JPT”), a larger freight trucking company located in Missoula, Montana, pursuant to which the Company agreed that JPT would become the successor issuer for reporting purposes. In connection with the Letter of Intent, the Company agreed to loan JPT $250,000 which will be forgiven at closing or, in the event the merger fails to consummate, will be repaid together with interest accruing at 8% per annum.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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-Q 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.

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

SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments"

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments", which amends SFAS No. 133, "Accounting for Derivatives Instruments and Hedging Activities" and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities". SFAS No. 155 amends SFAS No. 133 to narrow the scope exception for interest-only and principal-only strips on debt instruments to include only such strips representing rights to receive a specified portion of the contractual interest or principle cash flows. SFAS No. 155 also amends SFAS No. 140 to allow qualifying special-purpose entities to hold a passive derivative financial instrument pertaining to beneficial interests that itself is a derivative instrument. We do not anticipate that the adoption of this standard will have a material impact on our financial statements.

SFAS No. 156, "Accounting for Servicing of Financial Assets"

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets", which provides an approach to simplify efforts to obtain hedge-like (offset) accounting. This Statement amends FASB Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", with respect to the accounting for separately recognized servicing assets and servicing liabilities. The Statement (1) requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations; (2) requires that a separately recognized servicing asset or servicing liability be initially measured at fair value, if practicable; (3) permits an entity to choose either the amortization method or the fair value method for subsequent measurement for each class of separately recognized servicing assets or servicing lia bilities; (4) permits at initial adoption a one-time reclassification of available-for-sale securities to trading securities by an entity with recognized servicing rights, provided the securities reclassified offset the entity's exposure to changes in the fair value of the servicing assets or liabilities; and (5) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the balance sheet and additional disclosures for all separately recognized servicing assets and servicing liabilities. SFAS No. 156 is effective for all separately recognized servicing assets and liabilities as of the beginning of an entity's fiscal year that begins after September 15, 2006, with earlier adoption permitted in certain circumstances. The Statement also describes the manner in which it should be initially applied. The adoption of SFAS No. 156 did not have a material impact on our consolidated financial statements.

SFAS No. 157, “Fair Value Measurements”

In September 2006, the FASB issued SFAS No. 157, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies to other accounting pronouncements that require or permit fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of SFAS No. 157 did not have a material impact on our consolidated financial statements.

SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132-R.” SFAS No. 158 requires an entity to recognize in its statement of financial condition the funded status of its defined benefit postretirement plans, measured as the difference between the fair value of the plan assets, and the benefit obligation. SFAS No. 158 also requires an entity to recognize changes in the funded status of a defined benefit postretirement plan within accumulated other comprehensive income, net of tax, to the extent such changes are not recognized in earnings as components of periodic net benefit cost. SFAS No. 158 is effective as of the end of the fiscal year ending after December 15, 2006. The adoption of SFAS No. 158 did not have a material effect on the Company’s financial condition, results of operations, or cash flow s.

In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations”, (“SFAS 141(R)”). This Statement replaces the original FASB Statement No. 141. This Statement retains a fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of this SFAS 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS 141(R) establishes principles and requirements for how the acquirer: (1) Recognizes and measurers in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. (2) Recognized and measur er the goodwill acquired in the business combination or a gain from a bargain purchase. (3) Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement apples prospectively to business combinations for which the acquisition date is on of after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. The Company does not expect the new standard to have any material impact on its financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company’s financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”.(“SFAS 160”). This Statement amends the original Accounting Review Board (ARB) NO. 51 “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date. The Company does not currently expect the new standard to have any material impact on its financial statements.

Results of Operations for three months ended March 31, 2008

The unaudited financial statements for the three months ended March 31, 2008 (“2008 period”) are compared below to the unaudited financial statements for the three months ended March 31, 2007 (“2007 period”) and to some extent to the audited financial statements for the year ended December 31, 2007 (“2007 year”).

Revenues

The Company reported revenues of $19,181 for the 2008 period compared to $20,179 for the 2007 period. These revenues were generated from Company-owned signs placed in Vancouver shopping malls.

Other Income

Gross Profit

The Company generated gross profit of $15,895 for the 2008 period compared to $17,164 in the 2007 period. This decrease was a direct result of lower ad revenues.

Operating Expenses

The Company reported operating expenses of $100,786 in the 2008 period compared to $157,734 in the 2007 period. The $56,948 net decrease was due to the following:


-	decrease in finance and interest expense to $1,497 from $40,886 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 salaries and management fees to $0 from $75,160 due to a decrease in management fees.
-	increase in investor relations to $10,006 from $917 mainly the result of increased investor communication services and public news releases.
-	a negative impact from a $ 266 loss on gain on foreign exchange transactions compared to a loss of $3,803.
-	decrease in marketing and business promotion to $0 from $24,181 due to a significant reduction in market development activities in the USA.
-	decrease in office and general administration to $4,043 from $7,886 due to emphasis on overhead reductions while awaiting improvements in ad revenues.
-	increase in professional fees to $47,474 from $4,901 due to increase in professional services required of a public company.

Net Loss

The net loss from operations decreased to $84,891 in the 2008 period from $140,570 in the 2007 period. The net decrease of $55,679 was due to the combination of factors detailed above and summarized below:


-	decreases in four of eight operating expense accounts as follows:
		finance and interest expense ($39,389), marketing and business promotion ($24,181), officer and general administration ($3,843) and salaries and management fees ($75,160)

-	partially offset by an increase in administrative fees ($37,500), foreign exchange loss ($3,537), investor relations ($9,089) and professional fees ($42,573).

Liquidity and Capital Resources

The accompanying financial statements have been prepared in conformity with principles of accounting applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has accumulated $8,868,399 in losses through March 31, 2008, which may be used to reduce taxes in future years through 2028. The Company has yet established revenues to cover its operating costs. Management believes it will soon be able to generate revenues sufficient to cover its operating costs resulting from the letter of intent executed on April 29, 2008 with Jim Palmer Trucking, Inc. (“JPT”), a larger freight trucking company located in Missoula, Montana, pursuant to which the Company agreed the JPT would become a successor issuer for reporting purposes. In the event the Company is unable complete the acquisition with JPT, or in the event JPT does not sustain cash flow positive operations, and if suitabl e financing is unavailable, 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.

Off-Balance Sheet Arrangements

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-Q 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-Q 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

6. 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.

7. “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.

8.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.

9. 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 ongoing plan 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.

10. 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 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals unde r all potential future conditions.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of March 31, 2008 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Item 4(T). CONTROLS AND PROCEDURES

Evaluation of and Report on Internal Control over Financial Reporting

The management of ActionView International, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:


	−	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

	−	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	−	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is pos sible to design into the process safeguards to reduce, though not eliminate, this risk.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on its assessment, management concluded that, as of March 31, 2008, the Company’s internal control over financial reporting is effective based on those criteria.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEDINGS

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, except for a small claim from its former landlord amounting to approximately $9,200 regarding removal of certain fixtures belonging to the Company. The Company disputes the claim, considers it to be without merit and plans to defend itself against this claim.

No directors, offices, 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 1A. RISK FACTORS.

Not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS FOR VOTE OF SECURITY HOLDERS

None

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS


Exhibit No.	Description	Location
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

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: May 14, 2008	By:/s/ Steven Peacock Steven Peacock Chief Executive Officer and President

EXHIBIT 31.1

ActionView International, Inc.

a Nevada Corporation

SECTION 302

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Steven Peacock, Chief Executive Officer certify that:

(1) I have reviewed this Quarterly report on Form 10-Q 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: May 14, 2008

/s/ Steven Peacock

Steven Peacock

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-Q 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: May 14, 2008

/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), Steven Peacock, Chief Executive Officer of ActionView International, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:

the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2008 (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: May 14, 2008

/s/ Steven Peacock

Steven Peacock

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: May 14, 2008

/s/ Christopher Stringer

Christopher Stringer

Principal Accounting Officer

Actionview International (AVEWD) Inactive 10QSB2008 Q1 Quarterly report (small business)