Actionview International 10Q 2008 Q2 Quarterly report

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 JUNE 30, 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 August 11, 2008, the issuer had 999,999,993 shares of its common stock issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


ActionView International, Inc Consolidated Balance Sheets
		June 30, 2008		December 31, 2007
		(unaudited)
ASSETS
Current Assets
Cash	$	10,934	$	-
Accounts receivable - net		2,287		126,945
Note receivable		250,000		-
Inventory		32,404		25,364
Prepaid expenses		16,881		16,883
Total Current Assets		312,506		169,192
Total Assets	$	312,506	$	169,192
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Bank overdraft	$	-	$	19,086
Accounts payable and accrued liabilities		48,922		167,845
Due to related parties		368,020		712,491
Total Current Liabilities		416,942		899,422
Total Liabilities		416,942		899,422
Stockholders' Equity (Deficit)
Common Stock, Authorized 1,000,000,000 Shares, $0.001 Par Value, 978,847,739 and 101,040,239 Shares Issued and Outstanding, respectively		978,848		101,040
Additional Paid in Capital		8,088,457		8,153,919
Retained Deficit		(9,171,741)		(8,985,189)
Total Stockholders' Equity (Deficit)		(104,436)		(730,230)
Total Liabilities and Stockholders' Equity	$	312,506	$	169,192
The accompanying notes are an integral part of these consolidated financial statements


ActionView International
Consolidated Statements of Operations (Unaudited)
		For the Six Months Ended June 30,		For the Six Months Ended June 30,		For the Three Months Ended June 30,		For the Three Months Ended June 30,
		2008		2007		2008		2007
Revenues
Advertising revenue	$	34,285	$	22,383	$	18,263	$	4,849
Royalties and other income		9,174		5,248		6,015		2,603
Total Revenues		43,459		27,631		24,278		7,452
Cost of materials		7,411		6,497		4,125		3,482
Gross Profit		36,048		21,134		20,153		3,970

Operating Expenses
Administrative fees		75,000		-		37,500		-
Finance and interest expense		2,473		93,642		976		52,756
Foreign exchange (gain) loss		(130)		(2,304)		(396)		(6,107)
Investor relations		19,708		3,827		9,702		2,910
Marketing and business promotion		-		26,886		-		2,705
Office and general administration		9,779		25,178		5,736		17,292
Professional fees		66,551		17,540		19,077		12,639
Salaries and management fees		-		153,121		-		77,961
Total Operating Expenses		173,381		317,890		72,595		160,156
Net Operating Loss		(137,333)		(296,756)		(52,442)		(156,186)
Other Income
Gain on settlement of debt		3,692		-		-		-
Settlement costs		(250,900)		-		(250,900)		-
Other income		197,990		4,179		-		4,179
Total Other Income		(49,218)		4,179		(250,900)		4,179
Net Income (Loss)	$	(186,551)	$	(292,577)	$	(303,342)	$	(152,007)
Net Income (Loss) Per Share	$	(0.001)	$	(0.008)	$	(0.001)	$	(0.017)
Weighted Average Shares Outstanding		257,007,519		36,930,888		305,990,596		9,073,254
The accompanying notes are an integral part of these consolidated financial statements.


ActionView International, Inc.
Consolidated Statements of Cash Flows (Unaudited)
		For the Six Months Ended June 30,
		2008		2007

Cash Flows from Operating Activities:
Net Loss	$	(186,551)	$	(292,577)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operations:
Asset impairment		-		(4,179)
Settlement costs		250,900		-
Changes in Operating Assets and Liabilities:
(Increase) Decrease in:
Inventories		-		7,914
Prepaid expense		-		(5,786)
Accounts receivable		124,658		(6,149)
Increase (Decrease) in:
Deferred revenue		-		2,240
Accounts payable and accrued liabilities		(165,005)		73,159
Net Cash Provided (Used) by Operating Activities		24,002		(225,378)
Cash Flows from Investing Activities:
Proceeds on shares sold, rec'd as break-up fee		197,990		-
Net Cash Provided by Investing Activities		197,990		-
Cash Flows from Financing Activities:
Increase (decrease) in cash overdraft		(19,086)		2,086
Advances from related parties		-		301,232
Payments to related parties		(191,971)		-
Decrease in convertible notes and debt		-		(8,923)
Net Cash from Financing Activities		(211,057)		294,395
Effect of exchange rates				(69,017)
Increase (Decrease) in Cash		10,935		-
Cash and Cash Equivalents at Beginning of Period		-		-
Cash and Cash Equivalents at End of Period	$	10,935	$	-
Supplemental information:
Cash paid for interest	$	-	$	2,024
Common stock issued to satisfy accrued salary and cash advances	$	312,115	$	-
The accompanying notes are an integral part of these consolidated financial statements.

ACTIONVIEW INTERNATIONAL, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 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 six months ended June 30, 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 June 30, 2008, the Company had a working capital deficiency of $104,436 and has incurred losses since inception of $9,171,741. 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.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS 141(R)). This Statement provides greater consistency in the accounting and financial reporting of business combinations. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in the transaction, establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to disclose the nature and financial effect of the business combination. FAS 141(R) is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 141(R) no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations.

In December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in Consolidated Financial Statements (FAS 160). This Statement amends Accounting Research Bulletin 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. FAS 160 is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 160 no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which permits entities to choose to measure at fair value eligible financial instruments and certain other items that are not currently required to be measured at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We will adopt SFAS No. 159 no later than the first quarter of fiscal 2009. We are currently assessing the impact the adoption of SFAS No. 159 will have on our financial position and results of operations.

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 company plan sponsors to display the net over- or under-funded position of a defined benefit postretirement plan as an asset or liability, with any unrecognized prior service costs, transition obligations or actuarial gains/losses reported as a component of other comprehensive income in shareholders’ equity. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. We adopted the recognition provisions of SFAS No. 158 as of the end of fiscal 2007. The adoption of SFAS No. 158 did not have an effect on the Company’s financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles, clarifies the definition of fair value and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the application of SFAS No. 157 may change current practice for some entities. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We will adopt SFAS No. 157 in the first quarter of fiscal 2009. We are currently assessing the impact that the adoption of SFAS No. 157 will have on our financial position and results of operations.

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48). This interpretation clarifies the application of SFAS No. 109, Accounting for Income Taxes, by defining a criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements and also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, but earlier adoption is permitted. The Company is in the process of evaluating the impact of the application of the Interpretation to its financial statements.

NOTE 2 – NOTE RECEIVABLE

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 was to be forgiven at closing or, in the event the merger failed to consummate, would be repaid together with interest accruing at 8% per annum.

Unbeknownst to the Company, JPT was experiencing some delinquencies regarding leases on trucks and equipment. On or about the first of July, two companies affiliated with JPT sought protection from creditors by filing a Chapter 11 Petition in Bankruptcy Court in Missoula. These two companies fell behind in lease payments due to lenders.

It was just recently discovered that Jim Palmer Trucking, Inc. filed for bankruptcy protection on or about July 15, 2008 pursuant to Chapter 11. This particular event triggered an acceleration of the due date as shown on the Promissory Note executed in conjunction with the $250,000 advance to JPT. Accordingly, an attorney has been retained in Missoula to represent the Company’s interests, and to determine the most expedient way to lodge a complaint in the bankruptcy case, as well as disengage from any further efforts to continue with the reverse merger which was anticipated.

NOTE 3 - DUE TO RELATED PARTIES

At June 30, 2008, the Company owed a total of $368,020 to two of the Company’s former directors, 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 June 30, 2008, the Company entered into a court-ordered settlement for satisfaction of a past due amount of $52,500 in cash advances made by a former director. The Company agreed to settle by issuing a total of 748 million shares of its common stock. These shares will be issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. As of June 30, 2008, the Company issued a total of 445 million shares. As a result of this transaction, the Company recorded settlement costs of $250,900 representing the difference between the amount of debt and the value of the securities issued.

NOTE 4 - COMMON STOCK

On May 1, 2008, the Company agreed to a court-ordered settlement for past due cash advances made by a former director in the amount of $52,500 The former director had previously sold the past due debt to Sequoia International, Inc. who then sought payment and brought an action against the Company in the 12^th Circuit Court in Sarasota, Florida. Under the terms of the settlement, the Company issued a total of 748,000,000 shares of common stock. The shares were issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. As a result of this transaction, the Company recorded settlement costs of $250,900 representing the difference between the amount of debt and the fair value of the securities issued. The Company and Sequoia agreed that the shares would be issued into an escrow account to prevent their immediate resale into the market. Under the terms of the escrow, Sequoia may not obtain any shares from escrow if the release of such escrow shares would result in Sequoia becoming the beneficial owner of more than 9.9% of the Company’s common stock. Further, all shares in escrow are voted by the Company’s chairman of the Board of Directors.

NOTE 5 – 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 6 - SUBSEQUENT EVENTS

Subsequent to the quarter ended June 30, 2008, the Company issued 21,152,254 shares for services valued at $10,576. These shares were issued under an S-8 registration statement.

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.

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., (the “Company”) 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 benefit 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

Results of Operations for six months ended June 30, 2008

The unaudited financial statements for the six months ended June 30, 2008 (“2008 period”) are compared below to the unaudited financial statements for the six months ended June 30, 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 $43,459 for the 2008 period compared to $27,631 for the 2007 period. These revenues were generated from Company-owned signs placed in Vancouver shopping malls.

Other Income

During the six months ended June 30, 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.

Gross Profit

The Company generated gross profit of $36,048 for the 2008 period compared to $21,134 in the 2007 period. This increase was a direct result of higher ad revenues.

Operating Expenses

The Company reported operating expenses of $173,381 in the 2008 period compared to $317,890 in the 2007 period. The $144,509 net decrease was due to the following:


-	increase in administrative fees to $75,000 from $0 due to increase in administrative fees required of a public company.
-	decrease in finance and interest expense to $2,473 from $93,642 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 $153,121 due to a decrease in management fees.
-	increase in investor relations to $19,708 from $3,827 mainly the result of increased investor communication services and public news releases.
-	a negative impact from a $ 130 loss on gain on foreign exchange transactions compared to a loss of $2,304.
-	decrease in marketing and business promotion to $0 from $26,886 due to a significant reduction in market development activities in the USA.
-	decrease in office and general administration to $9,779 from $25,178 due to emphasis on overhead reductions while awaiting improvements in ad revenues.
-	increase in professional fees to $66,551 from $17,540 due to increase in professional services required of a public company.

Net Loss

The net loss from operations decreased to $137,333 in the 2008 period from $296,756 in the 2007 period. The net decrease of $159,423 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 ($91,169), marketing and business promotion ($26,886), office and general administration ($15,399) and salaries and management fees ($153,121).

-	partially offset by an increase in administrative fees ($75,000), foreign exchange loss ($2,174), investor relations ($15,881) and professional fees ($49,011).

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 $9,171,741 in losses through June 30, 2008, which may be used to reduce taxes in future years through 2028. The Company has yet established revenues to cover its operating costs. The Company has targeted several merger or acquisition candidates that operate in different industries, including trucking, recycling technology and media/advertising. As of the date of this report, the company is currently in discussions with the targeted companies and has begun its initial due diligence on each. Management believes it will soon be able to generate revenues sufficient to cover its operating costs resulting from an acquisition or merger. In the event the Company is unable complete a successful acqui sition or merger, or in the event that the acquired entity does not sustain cash flow positive operations, and if suitable 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. The contract expired July 15, 2008 and the Company is currently on a month to month basis with Javelin Advisory Group and has not renewed this management agreement.

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”. 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 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.

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 June 30, 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 June 30, 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 June 30, 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 PROCEEDINGS

It was just recently discovered that Jim Palmer Trucking, Inc. filed for bankruptcy protection on or about July 15, 2008 pursuant to Chapter 11. This particular event triggered an acceleration of the due date as shown on the Promissory Note executed in conjunction with the $250,000 advance to JPT. Accordingly, an attorney has been retain in Missoula to represent the Company’s interests, and to determine the most expedient way to lodge a complaint in the bankruptcy case, as well as disengage from any further efforts to continue with the reverse merger which was anticipated.

On May 1, 2008, the Company settled a lawsuit filed in the Twelfth Circuit (State) Court in Florida stemming from past due debt totaling $52,500. ActionView International, Inc. agreed to settle all of the actions by issuing a total of 748,000,000 shares of its common stock to the plaintiffs These shares were issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, after a hearing with notice to, and an opportunity to be heard from, interested parties, as to the fairness of each transaction, by a state court in Florida which specifically determined, prior to declaring that the transactions were exempt under Section 3(a)(10), that the transactions were fair to the interested parties.

On February 27, 2007, the Company received a 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

During the quarter ended June 30, 2008, the Company agreed to a court-ordered settlement for past due cash advances made by a former director in the amount of $52,500 The former director had previously sold the past due debt to Sequoia International, Inc. who then sought payment and brought an action against the Company in the 12^th Circuit Court in Sarasota, Florida. Under the terms of the settlement, the Company issued a total of 748,000,000 shares of common stock. The shares were issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. As a result of this transaction, the Company recorded settlement costs of $250,900 representing the difference between the amount of debt and the fair value of the securities issued. The Company and Sequoia agreed that the shares would be issued into an escrow account to prevent their immediate resale into the market. Under the terms of the escrow, Sequoia may not obtain any shares from escrow i f the release of such escrow shares would result in Sequoia becoming the beneficial owner of more than 9.9% of the Company’s common stock. Further, all shares in escrow are voted by the Company’s chairman of the Board of Directors.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS FOR VOTE OF SECURITY HOLDERS

On June 6, 2008, the Board of Directors and a majority of the Corporation’s stockholders approved the following proposals: (i) a change in the name of the Corporation during the nine month period following the date of approval of the majority stockholders and the board of directors, without further notice or approval of the shareholders of the Corporation, (ii) the re-authorization of One Billion (1,000,000,000) shares of common stock, $0.001 par value per share, and to authorize Fifty Million (50,000,000) shares of “blank check” preferred stock, $0.001 par value per share (the “Authorized Shares”); (iii) approval for the Corporation’s Board of Directors to affect a reverse stock split of the Company’s outstanding Common Stock in a ratio of up to one-for-two thousand during the nine month period following the date of approval of the majority stockholders and Board of Directors, without further approval or notice to the shareholders, (iv) to amend the articles to broaden the nature of authorized business in which the Corporation may engage in, (v) to correct an inadvertent reference to the State of Utah in the Corporation’s articles, and (vi) to amend the Corporation’s Bylaws as permitted under Section 12.2 of the Bylaws, to change the definition of a “quorum” of shareholders for purposes of shareholder meetings, as presently set forth in Section 2.6 of the Bylaws to a majority of the voting shares.

On June 10, 2008 the Company filed a Certificate of Amendment to the Articles of Incorporation with the state of Nevada to amend Article III(a) of the articles to broaden the nature of authorized business in which the Corporation may engage, Article III(d) of the articles to correct an inadvertent reference to the State of Utah and Article IV of the articles to authorize the issuance of capital stock to one billion fifty million, and approve the authorization of “blank check” preferred stock, as described above. The foregoing description of the Amendment to the Articles of Incorporation is qualified in its entirety by reference to the text of the Amendment filed as Exhibit 3.6 to the Company’s Current Report on Form 8-K filed on June 13, 2008.

On June 10, 2008, the Registrant amended the Bylaws to change the definition of a “quorum” of shareholders for purposes of all shareholder meetings as presently set forth in Section 2.6. The foregoing description of the Amendment to the Bylaws is qualified in its entirety by reference to the text of the Amendment filed as Exhibit 3.6 to the Company’s Current Report on Form 8-K filed on June 13, 2008.

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: August 18, 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: August 18, 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, Steven Peacock, 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: August 18, 2008

/s/Steven Peacock

Steven Peacock
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 June 30, 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: August 18, 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), Steven Peacock, 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: August 18, 2008

/s/ Steven Peacock

Steven Peacock

Principal Accounting Officer

Positive
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Legalese
Litigous
Readability	8th grade Avg

Actionview International (AVEWD) Inactive 10-Q2008 Q2 Quarterly report

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