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


                                AMENDMENT #1 TO
                                   Form 10-KSB


(Mark One)

[X]      Report under section 13 or 15(d) of the Securities Exchange Act of 1934
         for the fiscal year ended December 31, 2001.

[ ]      Transition report under section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period from ____ to ____.

                           Commission File No: 0-31497

                          VIDEO WITHOUT BOUNDARIES INC.
                     (Name of small business in its charter)

                Florida                                  65-1001686
                --------                                 ----------
       (State or other jurisdiction                      (IRS Employer
            of Incorporation)                           Identification No.)

                         1975 E. Sunrise Blvd. 5th Floor
                        ---------------------------------
            Address of Principal Executive Office (street and number)


                            Fort Lauderdale, FL 33304
                          ----------------------------
                            City, State and Zip Code


                   Issuer's telephone number: (954) 462-8302

Securities registered under Section 12(b) of the Act:

         None

Securities to be registered under Section 12(g) of the Act:

         Common Stock, par value $.001

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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.
Yes  X    No
    ---     ---

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ___

         State issuer's revenue for its most recent fiscal year: $597,076.

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked priced of such stock, as of a specified date within
the past 60 days (See definition of affiliate in Rule12b-2): $922,637 as of May
3, 2002.

         Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.


<PAGE>


         (Issuers involved in bankruptcy proceedings during the past five years)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ____ No ____

         (Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 30,754,557 shares of common stock as of May 3, 2002.

         (Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes.

                     FACTORS THAT MAY AFFECT FUTURE RESULTS

         This Annual Report on Form 10-KSB and the documents incorporated herein
by reference contains certain forward-looking statements within the meaning of
the Federal Securities Laws. Specifically, all statements other than statements
of historical facts included in this Annual Report on Form 10-KSB regarding our
financial performance, business strategy and plans and objectives of management
for future operations are forward-looking statements and based on our beliefs
and assumptions. If used in this report, the words "anticipate," "believe,"
"estimate", "expect," "intend," and words or phrases of similar import are
intended to identify forward-looking statements. Such statements reflect the
current view of the Company with respect to future events and are subject to
certain risks, uncertainties, and assumptions, including but without limitation,
those risks and uncertainties contained in our Annual Report on Form 10-KSB.
Although we believe that our expectations are reasonable, we can give no
assurance that such expectations will prove to be correct. Based upon changing
conditions, any one or more of these events described herein as anticipated,
believed, estimated, expected or intended may not occur. All prior and
subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by this cautionary statement.

<PAGE>

                               VALUSALES.COM, INC.

                                   FORM 10-KSB

                                TABLE OF CONTENTS


                                     PART I
                                                                           Page
                                                                           ----
ITEM 1.  Description of Business                                             1

ITEM 2.  Description of Property                                             9

ITEM 3.  Legal Proceedings                                                   9

ITEM 4.  Submission of Matters to a Vote of Security Holders                 9

                                     PART II

ITEM 5.  Market for Common Equity and Related Stockholder Matters            9

ITEM 6.  Management's Discussion and Analysis or Plan of Operation           10

                                    PART III

ITEM 9.  Directors, Executive Officers, Promoters and Control Persons        13

ITEM 10. Executive Compensation                                              13

ITEM 11.  Security Ownership of Certain Beneficial Owners and Management     13

ITEM 12.  Certain Relationships and Related Transactions                     13

ITEM 13.  Exhibits and Reports on Form 8-K                                   14


SIGNATURES                                                                   15

                                       i

<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

CORPORATE HISTORY

         Video Without Boundaries, Inc. (f/k/a ValuSALES.com, Inc.) a Florida
corporation (the "Company" or "Video Without Boundaries") was formed to create a
single-source Internet and streaming media product and solution's company
providing Internet and Technology products and services to various sized
customers.

         Video Without Boundaries, Inc. (f/k/a ValuSALES.com, Inc.) was
incorporated in the State of Florida, on March 19,1999, and had no operations
until on July 20, 1999 when it purchased assets for, $75,000, and signed
employment agreements with two individuals, which included the issuance of
900,000 shares (pre-reverse) of common stock. The assets acquired were property
and equipment for $40,000 and inventory for $35,000. The common stock was valued
at par because the Company was privately owned and no market existed for the
sale of its stock.

         On December 1, 1999, Video Without Boundaries, Inc. (f/k/a
ValuSALES.com, Inc.) sold 2,673,000 shares of its common stock for $175,000 and
used the proceeds to acquire an inactive entity, September Project II Corp.,
which then changed its name to Video Without Boundaries, Inc. and became the
surviving entity.

          For accounting purposes, the acquisition has been treated as a capital
transaction rather than a business combination. Accordingly, the 5,000,000
outstanding shares of September Project II, Corp. have been reflected as
outstanding since inception.

          All significant interdivisional transactions and balances have been
eliminated.

         The Company has elected to operate with divisions rather than create
separate corporations for each business segment. The Company is headquartered at
1975 E. Sunrise Blvd. 5th Floor, Fort Lauderdale, FL 33304.


<PAGE>


GENERAL

         Video Without Boundaries provides Internet and Technology products and
services for clients ranging from small to medium sized customers looking for a
solution to develop and integrate a web site, advertising and marketing,
technology products, and streaming video into their business. Our Company
Division's include e-business solutions, marketing and advertising, technology
products and integration, streaming video technology, and Internet mortgage
banking. We believe that our primary strengths that distinguish us from our
competitors are our:

            o     understanding of new Internet and Technology business
                  strategies;

            o     broad service offerings and end-to-end solutions;

            o     experience in various technology product engagements

         Examples of Video Without Boundaries Internet and Technology products
and services include (1) website strategy, development, design, and corporate
identity for entertainer Nestor Torres, including event scheduling, (2) website
strategy, development, design, and corporate identity for equipment distributor
Pantropic Power, including a complete product catalog, and (3) website strategy,
development, design, streaming video, corporate identity, and advertising for
Advantage Diabetic Care, including streaming product videos for pharmaceutical
manufacturers, Medicare and insurance invoicing, and integration with the
company's IBM AS400 system and Medicare architectures, and (4) consulting,
design, and production of streaming video's for Buy Domains.com, one of the
first domain name resellers to use streaming video technologies for Internet
video interviews of their CEO for public relations.

THE VIDEO WITHOUT BOUNDARIES APPROACH

         We have Company Divisions in the following areas: e-business solutions,
marketing and advertising, technology products and integration, streaming video
technology, and Internet mortgage banking. We utilize our knowledge base and
professional talent from our Company Divisions to provide our clients with
various solution offerings.

VIDEO WITHOUT BOUNDARIES.COM DIVISIONS

         o        E-BUSINESS SOLUTIONS - www.webodyssey.cc

                  WebODYSSEY was formed in April 2000 to help our clients
                  evaluate and formulate e-business strategies and solutions
                  that will result in a competitive advantage. Our services
                  include Internet strategy formulation, web site design,
                  development, and hosting, e-commerce website design, graphic
                  design and layout, programming, business-to-business services,
                  quantitative market research, competitive analysis, business
                  process design and implementation, delivery of streaming video
                  and multimedia, Intranet/Extranet, and domain services. An
                  example of a Video Without Boundaries e-business solution is
                  the strategy, development, design, streaming video, and
                  corporate identity for Advantage Diabetic Care, including
                  streaming product videos for pharmaceutical manufacturers,
                  Medicare and insurance invoicing, and integration with the
                  company's IBM AS400 system and Medicare architectures. Odyssey
                  Advertising, the Company's advertising and marketing division
                  was merged with WebODYSSEY in September 2001 to facilitate a
                  more simple approach to offering our clients full service.
                  Sales revenues at the Odyssey Advertising group were
                  decreasing so the net affect on Company revenue was negligible
                  but the General and Administrative savings were positive.

                                       2
<PAGE>

         o        TECHNOLOGY PRODUCTS AND INTEGRATION - www.valucomputers.com

                  ValuCOMPUTERS was formed in July 1999 to help our clients
                  create business solutions by providing a set of technology
                  skills that include product integration, architecture design,
                  network design and installation including Intranet/Extranet,
                  and custom applications. ValuCOMPUTERS ceased operations April
                  2001 enabling the Company to focus its resources on integrated
                  web sites and streaming video products. The Company is in
                  discussions with various hardware suppliers to provide
                  products and services for its ValuCOMPUTERS.com web site.

         o        STREAMING VIDEO TECHNOLOGY - www.videowithoutboundaries.com

                  In October 2000 Video Without Boundaries.com formed its
                  Streaming Video Technology Division. Simply Streaming is a
                  streaming media group that enables companies to efficiently
                  and cost-effectively prepare videos for web distribution by
                  encoding and compressing them in a way that ensures reliable
                  high quality streaming broadcasts on their corporate web
                  sites.

                  This division allows Video Without Boundaries to enter a new
                  vertical market on the Internet by delivering advanced
                  streaming video products and services to the rapidly expanding
                  Internet & wireless Internet marketplace. Many marketing and
                  information business sectors are beginning to employ streaming
                  video and its different delivery systems to disseminate
                  various corporate information. This technology by Video
                  Without Boundaries enables its division, WebODYSSEY to offer
                  its clients the ability to capitalize on the use of these new
                  technologies.

                  Streaming video is a very powerful website marketing tool. It
                  is an efficient method of delivering audio, video and other
                  multimedia in real-time over the Internet or corporate
                  intranets, without wasting hard disk space and without any
                  downloading time. With this addition, Video Without Boundaries
                  becomes a one-stop shop for businesses to develop and enhance
                  their corporate websites and identities.

                  In December 2000 Video Without Boundaries' announced the
                  development of "Video Without Boundaries", a method of linking
                  the Internet through streaming video presentations by creating
                  Hot Spots embedded in video streams. These navigational links
                  are a natural element within the video on which your choice of
                  web sites, products, demonstrations, catalogs, and e-commerce
                  applications can be instantaneously accessed.

                  In December 2000 Video Without Boundaries, announced the
                  successful launch of "Video Without Boundaries" breakthrough
                  interactive streaming video solution at Streaming Media West
                  2000 Conference, in San Jose, California.


                                       3
<PAGE>

                  An example of a typical VWOB client engagement is Netrail,
                  Inc. a nationwide DSL reseller. VWOB consulted with and
                  designed streaming video through a Netrail portal and
                  developed a new video codec (digital compression), that is
                  capable of delivering full screen video over the Internet.

         o        INTERNET MORTGAGE BANKING - www.valumortgages.com

                  ValuMORTGAGES.com was formed January 2000 and is what the
                  Company believes to be a next generation Internet mortgage
                  banking firm. Combining Internet technology with our role as a
                  mortgage banker allows Realtors, builders, and brokers to
                  service their clients more efficiently saving time and money.
                  Our services offer a wide variety of mortgage programs for
                  purchasing, refinancing, or leveraging the equity in a
                  property.

                  The Company, Video Without Boundaries, Inc. d/b/a
                  ValuMORTGAGES.com is licensed with the State of Florida,
                  Department of Banking and Finance, license audit number:
                  0100445 as a Mortgage Lender. Licensure as a Mortgage Lender
                  is the top level license issued by the State of Florida. The
                  Florida Mortgage Brokerage and Lending Act and Regulations,
                  Chapter 494, Florida Statutes provides that a Mortgage Lender
                  may conduct itself as a Mortgage Lender, Correspondent
                  Mortgage Lender, or Mortgage Brokerage Business.

                  The Company acquired a Mortgage Lenders license in
                  anticipation of funding loans for servicing in the future. No
                  decision has been made as to when such funding may begin.
                  Currently the Company does not have a warehouse line, does not
                  fund loans with Company money, and is not currently servicing
                  any loans. To date the Company has not conducted business as a
                  Mortgage Lender. All loans closed to date have been loans
                  originated as transactions of a Correspondent Mortgage Lender
                  or a Mortgage Brokerage Business. Therefore loans closed have
                  been funded with funds from wholesale lending institutions
                  that pay origination fees to the Company for the deliverance
                  of mortgages.

                  A typical client would be a borrower applying for financing of
                  a real estate transaction. The Company's ability to correspond
                  with multiple wholesale lending institutions allows us to
                  offer a wide variety of mortgage programs to suit the
                  borrower's individual financial needs. The borrower may apply
                  for a mortgage with our Company and we provide the knowledge
                  and expertise to shop for the best mortgage programs.

                  The Company believes that on-line mortgages represent a
                  rapidly growing market. The Company is dedicated to
                  traditional service while providing the technology-based
                  infrastructure to automate the mortgage process. As an
                  example, a borrower may complete a mortgage application
                  on-line in the privacy of their home and submit directly to a
                  lending specialist who determines the "best fit" mortgage
                  program while a mortgage processor electronically gathers
                  necessary documentation for automated underwriting and
                  approval; thus shortening the time to closing.

                  Additionally, ValuMORTGAGES.com was launched in Spanish. By
                  targeting the Hispanic marketplace the Company believes it has
                  targeted a growing niche market.


                                       4
<PAGE>


THE VIDEO WITHOUT BOUNDARIES SOLUTION

         We believe that the following characteristics position us for success
in the Internet services market and distinguish us from other Internet services
firms:

         o        UNDERSTANDING OF NEW AND EMERGING INTERNET BUSINESS MODELS

                  We have an understanding of the new and emerging Internet
                  business models being employed by both traditional businesses
                  and other companies operating exclusively on the Internet. For
                  example, for our client Advantage Diabetic Care we developed
                  an integrated Internet solution encompassing Medicare and
                  insurance billing with existing Legacy systems.

         o        COMPREHENSIVE PRACTICE OFFERINGS AND END-TO-END CAPABILITIES

                  Our solution offerings include web site design, development,
                  and hosting, e-commerce services, business-to-business
                  programming, advertising and marketing; including graphic
                  design, layout, and media placement, streaming video, and
                  Internet Mortgage Banking. We provide end- to-end solutions by
                  utilizing professionals from our Company Divisions in
                  e-business solutions, advertising and marketing and To deliver
                  these products and services, we bring together our
                  strategists, designers ,engineers and managers of our client
                  engagements in multi-disciplinary teams. This reduces the
                  complexity for our clients and avoids the bottlenecks in
                  project management and deliverables associated with using
                  multiple consulting firms to design and implement a desired
                  solution. By doing this, we allow our clients to achieve
                  improved time-to- market and value in today's competitive
                  environment

         o        EXPERIENCE IN A WIDE RANGE OF CLIENT ENGAGEMENTS

                  We have experience and expertise in the strategy,
                  architecture, development, product procurement, and
                  implementation of client engagements requiring integration
                  across various hardware, applications and platforms. Our
                  experience is particularly relevant as our clients are seeking
                  solutions that include not only web site design but also the
                  real-time integration of web sites with critical business
                  processes such as sales and marketing, customer service,
                  accounting, and procurement.

STRATEGY

         Our goal is to become a full service provider of Internet and
Technology products and services for organizations seeking to compete in today's
economy. To achieve this goal we intend to:

         o        ENHANCE OUR BRAND

                  We believe that awareness of the Video Without Boundaries
                  brand within the business and technology communities and the
                  association of the Video Without Boundaries brand with the
                  highest quality and most comprehensive Internet services are
                  crucial to our business. Our strategy is to promote and
                  enhance our brand by advertising, participating in targeted
                  industry conferences and seminars, such as our recent
                  exhibiting by our VWOB group at the NIRI conference in
                  Orlando, Florida featuring Investor Relations Professionals in
                  June 2001, and engaging in an extensive public relations
                  campaign including press releases and media articles.


                                       5
<PAGE>

         o        EXPAND CLIENT RELATIONSHIPS

                  We currently have over 50 clients, ranging from small to
                  Medium sized Companies and organizations. We intend to expand
                  our existing client relationships into broader and more
                  sophisticated engagements. As part of this strategy, the
                  account managers dedicated to each of our clients identify
                  opportunities to offer additional products and services. In
                  addition, we have aggressively targeted new clients through
                  relationships established by our sales consultants and
                  business development teams and through the use of specialized
                  programs in specific industries.

            o     EXPAND THROUGH STRATEGIC ACQUISITIONS

                  Video Without Boundaries will pursue strategic acquisitions to
                  acquire expertise in new technologies, gain access to
                  additional talented professionals, and enter into new
                  geographic markets and expand its customer base.

CLIENTS

         We focus on long-term relationships with our client's which range from
small to medium size companies and organizations. Video Without Boundaries
currently targets companies in industries that can use its proprietary Internet
technologies to increase sales, improve communications and create business
identities. These industries include media and entertainment, information and
telecommunications, manufacturing and distribution healthcare and retail.

        Each of Video Without Boundaries clients is generally charged for the
time, materials and expenses incurred on a particular project. Agreements
entered into in connection with a project are generally terminable by the client
upon 30-days' prior written notice. Video Without Boundaries cannot give any
assurances that a client will not terminate an engagement before its completion.
If its clients terminate existing agreements or if Video Without Boundaries is
unable to enter into new engagements, its business, financial condition and
results of operations could be materially and adversely affected.

         No client accounted for more than 10% of Video Without Boundaries
revenues in 2001 or 2000. Although, Video Without Boundaries does not believe
that it will derive a significant portion of its revenues from a limited number
of clients, there is a risk that it may do so since many of the Companies
products are new and more difficult to sell. Any cancellation, deferral or
significant reduction in work performed for clients or a significant number of
smaller clients could have a material adverse affect on Video Without Boundaries
business, financial condition and results of operations.

SALES AND MARKETING

         The Company promotes itself by direct sales efforts using telephone
sales, conventional media advertising, and some Internet marketing. These
advertisements are targeted at small and medium business customers who are
likely to respond to specific ads or visit specific web sites to make a
purchase. The Company employs several inside and outside sales people to help
customers and to prospect business from various forms of lead generation. In
addition, we have a business development team that sells our solution offerings.

         Our business development team establishes contact with targeted
prospects to create awareness and preference for us. Thereafter, sales
consultants are assigned to accounts as client executives to establish and
maintain long-term relationships and coordinate multiple service offerings to
our clients.

         In addition to our business development team, we have a dedicated
marketing team. Our marketing strategy is to promote and enhance our brand by
participating in targeted industry conferences and seminars, engaging in a



                                       6
<PAGE>

public relations campaign. This strategy is designed to strengthen our brand
name and generate new clients by increasing the awareness of our brand with high
quality comprehensive Internet services. As previously mentioned, the sales and
marketing of our products and services is dependent on the company to continue
to raise capital and grow revenues.

         We believe that establishing and maintaining a good reputation and name
recognition is critical for attracting and expanding our targeted client base.
We also believe that the importance of reputation and name recognition will
increase due to the growing number of information technology service providers.
If our reputation is damaged or if potential clients do not know what services
we provide, we may become less competitive or lose our market share. Promotion
and enhancement of our name will depend largely on our success in providing high
quality services and end-to-end digital communications initiatives, which we
cannot ensure. If clients do not perceive our services to be effective or of
high quality, our brand name and reputation could be materially and adversely
affected.

INDUSTRY BACKGROUND

         The rapid growth in digital technology, the use of the Internet, and
electronic commerce have fundamentally changed the way in which companies
conduct business and interact with customers. Digital technology has created new
business models, new ways of sharing knowledge and experience, more efficient
ways to transact business and new channels through which to do so, direct ways
of communicating with customers and employees and dramatically enhanced
efficiencies of scale and scope. As companies face increasing pressure to
improve their business models for the digital economy, operate more efficiently
and better serve customer needs, information flow both inside and outside an
organization has become critical. However, the escalating cost and complexity of
information technology and the shortage of in-house technical expertise required
to implement technology based solutions has led companies to increasingly rely
on Internet product and service providers. This trend toward outsourcing and a
focus by companies on their core business has driven the rapid growth of the
Internet services market.

         With the changes taking place in the e-commerce market and the
potential advantages to be gained from leveraging the Internet across a
company's entire value chain (customers, suppliers, buyers, sellers and
partners), we believe that companies must have an effective Internet solution in
order to remain competitive. The competencies required to effectively implement
such a solution include strategy, user experience and branding, knowledge of
business processes, systems architecture and design, systems integration,
applications development, knowledge transfer, testing and deployment.

         While there are many Internet services firms active in the market
today, we believe that many focus on creative web design, user experience and
web-enablement of simple transactions. We believe that these areas are subsets
of the total problem that clients are trying to solve. In today's e-commerce
environment, clients require processes that are reliable, scalable and flexible
and which can be deployed effectively in an environment that may involve
integration with multiple computing platforms and technologies. For example,
Forrester Research, an information technology market research firm, cites recent
high-visibility web site outages at a number of electronic commerce leaders in
support of its conclusion that many of today's electronic commerce products and
services are unreliable, un-scalable and deliver service levels that are not
adequate for online commerce. In order to support this emerging set of
requirements, we believe that the next generation of Internet services firms
should have both the business knowledge required to understand emerging business
models and the technical skills required to architect a solution that may
involve the integration of software packages, custom software components and
large and complex legacy systems in order to handle the enormous growth in
volume that businesses are expected to experience on the Internet.


                                       7
<PAGE>


COMPETITION

         The Internet products and services market has grown dramatically in
recent years and is relatively new and highly competitive. Video Without
Boundaries competitors include:

         o        Strategy consulting firms: including Bain & Company,
                  and McKinsey & Company

         o        Internet service firms: including Viant Corporation, Sapient
                  Corporation, and MarchFirst

         o        Technology consulting firms and integrators: including EDS,
                     IBM, Anderson Consulting, PC Connection

         o        In-house information technology, marketing and design
                  departments of our clients and potential clients

         o        Internet mortgage banking firms: including E-Loan
                  and Quicken Mortgage

         Many of Video Without Boundaries competitors have longer operating
histories, larger client bases, longer relationships with clients, greater brand
or name recognition and significantly greater financial, technical, marketing
and public relations resources. Several of these competitors may provide or
intend to provide a broader range of Internet-based products and services than
Video Without Boundaries. Furthermore, greater resources may enable a competitor
to respond more quickly to new or emerging technologies and changes in customer
requirements and to devote greater resources to the development, promotion and
sale of its products and services than we can. In addition, competition may
intensify because there are relatively low barriers to entry into the Internet
services market.

         Video Without Boundaries believes that the principal competitive
factors in this market, in relative importance, are technical knowledge and
creative skills, brand recognition and reputation, reliability of the delivered
solution, client service and price. Video Without Boundaries believes that its
ability to compete in its market depends on its ability to attract and retain
qualified professionals.

         Video Without Boundaries currently has an extremely small portion of
these markets and there can be no assurances it that it will be able to
penetrate these markets further in the future because of the need for the
Company to raise additional capital.

Employees
---------

         The Company employs a total of 9 on a full-time and part-time basis.
None of the employees belong to a union and the Company has not experienced any
work stoppages. The Company believes that its labor relations are satisfactory.

         The Company's headquarters is located at 1975 E. Sunrise Blvd. 5th
Floor Ft. Lauderdale, FL 33304 and its telephone number is (954) 462-8302.



                                       8
<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY

         The Company's corporate office is currently located at 1975 E. Sunrise
Blvd. 5th Floor Ft. Lauderdale, FL 33304. Pursuant to a written lease, the
Company leases approximately 1,200 square feet at an annual rent of $ 12,000.
The lease is for a term of 1 year.

ITEM 3.  LEGAL PROCEEDINGS.

         The Company is not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated. In addition, no director, officer
or affiliate of the Company, and no owner of record or beneficial owner of more
than 5.0% of the securities of the Company, or any associate of any such
director, officer or security holder is a party adverse to the Company or has a
material interest adverse to the Company in reference to pending litigation.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted to a vote of the security holders of the
Company during the fourth quarter of the fiscal year which ended December 31,
2001.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's Common Stock trades in the over-the-counter market under
symbol VWOB on the OTC Electronic Bulletin Board. There was no trading in the
Company's Common Stock prior to May 2000. The following table shows the
quarterly high and low bid prices for the calendar year 2001 as reported by the
National Quotations Bureau Incorporated. These prices reflect inter-dealer
quotations without adjustments for retail markup, markdown or commission, and do
not necessarily represent actual transactions.

        YEAR              PERIOD                   HIGH              LOW
        ----              ------                   ----              ---

        2001             Second Quarter            $0.27            $0.07
                         Third Quarter             $0.12            $0.055
                         Fourth Quarter            $0.60            $0.03

         As of December 31, 2001, there were approximately 410 holders of record
of the Company's Common Stock. Holders of the Company's Common Stock are
entitled to dividends when, as and if declared by the Board of Directors out of
funds legally available therefore. The Company does not anticipate the
declaration or payment of any dividends in the foreseeable future.

         The Company intends to retain earnings, if any, to finance the
development and expansion of its business. Future dividend policy will be
subject to the discretion of the Board of Directors and will be contingent upon
future earnings, if any, the Company's financial condition, capital
requirements, general business conditions and other factors. Therefore, there
can be no assurance that any dividends of any kind will ever be paid.

         The Company's transfer agent is Interwest Transfer Co., Inc., which is
located at 1981 East 4800 South, Suite 100, Salt Lake City, UT 84117 and
Interwest's telephone number is (801) 272-9294.


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<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Financial
Statements, including the Notes thereto, of the Company included elsewhere in
this Form 10-KSB.

OVERVIEW

         Video Without Boundaries provides Internet and Technology products and
services for clients ranging from small to medium sized customers looking for a
solution to develop and integrate a web site, advertising and marketing,
technology products, and streaming video into their business. We have Company
Divisions in the following areas: e-business solutions, advertising and
marketing, technology products and integration, streaming video technology, and
Internet mortgage banking. We utilize our knowledge base and professional talent
from these Company Division's to provide our client's with various solution
offerings.

         o        E-BUSINESS SOLUTIONS - www.webodyssey.cc

                  In April 2000, Video Without Boundaries expanded its Odyssey
                  Advertising group and created WebODYSSEY. There were no
                  significant startup costs and no related commitments when we
                  established this group because the Company used existing
                  internal resources.

                  Our services include Internet strategy formulation, web site
                  design, development, and hosting, e-commerce website design,
                  business-to-business services, quantitative market research,
                  competitive analysis, business process design and
                  implementation, delivery of streaming video and multimedia,
                  Intranet/Extranet, and domain services.


         o        STREAMING VIDEO TECHNOLOGY - www.videowithoutboundaries.com

                  In December 2000 Video Without Boundaries'division announced
                  the development of "Video Without Boundaries", a method of
                  linking the Internet through streaming video presentations by
                  creating Hot Spots embedded in video streams. These
                  navigational links are a natural element within the video on
                  which your choice of web sites, products, demonstrations,
                  catalogs, and e-commerce applications can be instantaneously
                  accessed.

         o        INTERNET MORTGAGE BANKING - www.valumortgages.com

                  In January 2000, Video Without Boundaries created its
                  ValuMORTGAGES.com group. There were no significant startup
                  costs and no related commitments when we established this
                  group because the Company used existing internal resources.

                  ValuMORTGAGES.com is what the Company believes to be a next
                  generation Internet mortgage banking firm. Combining Internet
                  technology with our role as a mortgage banker allows Realtors,
                  builders, and brokers to service their clients more
                  efficiently saving time and money. Our services offer a wide
                  variety of mortgage programs for purchasing, refinancing, or
                  leveraging the equity in a property.

                  Through its vast industry contacts with wholesale
                  institutional and private investors, ValuMORTGAGES.com has the
                  ability to provide a wide range of mortgage products to
                  accommodate borrowers with all types of real estate financing.


                                       10
<PAGE>


         Video Without Boundaries derives substantially all of its revenues from
fees and product sales for services and products generated on a
project-by-project basis. Video Without Boundaries services and products are
provided on both a fixed-time, fixed-price basis and on a time and material
basis. Historically, Video Without Boundaries has not operated on a retainer
basis; however, in the future, Video Without Boundaries may utilize such
arrangements.

         Agreements and purchase orders entered into in connection with time and
materials projects and product sales are generally terminable by the client upon
30-days' prior written notice, and clients are required to pay Video Without
Boundaries for all time, materials and expenses incurred by Video Without
Boundaries through the effective date of termination. Agreements and purchase
orders entered into in connection with fixed-time, fixed-price projects, are
generally terminable by the client upon payment for work performed and the next
progress payment due. If clients terminate existing agreements and purchase
orders or if Video Without Boundaries is unable to enter into new engagements,
Video Without Boundaries' business, financial condition, and results of
operations could be materially and adversely affected. In addition, because a
proportion of Video Without Boundaries' expenses is relatively fixed, a
variation in the number of client engagements can cause significant variations
in operating results from quarter to quarter.

         Video Without Boundaries' projects vary in size and scope; therefore, a
client that accounts for a significant portion of Video Without Boundaries'
revenues in one period may not generate a similar amount of revenue in
subsequent periods. No client accounted for more than 10.0% of Video Without
Boundaries' revenues in the period ended December 31, 2001.

         Video Without Boundaries does not believe that it will derive a
significant portion of its revenues from a limited number of clients in the near
future. However, there is a risk that the source of Video Without Boundaries'
revenues may be generated from a small number of clients. These clients may not
retain Video Without Boundaries in the future. Any cancellation, deferral, or
significant reduction in work performed for these principal clients or a
significant number of smaller clients could have a material adverse affect on
Video Without Boundaries' business, financial condition, and results of
operations.

Quarter-to-quarter fluctuations in margins

         The Company's operating results and quarter-to-quarter margins may
fluctuate in the future as a result of many factors, some of which are beyond
the Company's control. Historically, the Company's quarterly margins have been
impacted by:

         . the number of client engagements undertaken or completed;

         . a change in the scope of ongoing client engagements;

         . seasonality;

         . a shift from fixed-fee to time and materials-based contracts;

         . the number of days during the quarter;

         . utilization rates of employees;

         . marketing and business development expenses;

         . charges relating to strategic acquisitions;

         . pricing changes in the information technology services market; and

         . economic conditions generally or in the information technology
           services market.

         The Company expects this trend to continue.


                                       11
<PAGE>

Results of Operations.

         Year Ended December 31, 2001 Compared to Year Ended December 31, 2000.

REVENUES

         Net sales are comprised of product and services sales, net of returns
and allowances. In 2001, Revenues were $597,076 compared to $2,422,563 for the
same period ended December 31, 2000. The majority of this change in net sales
was due to the elimination of our ValuCOMPUTERS retail stores and our focus on
research and development of our Video Without Boundaries interactive streaming
video products.

         Cost of sales decreased from $1,894,996 in 2000 to $428,212 in 2001. As
a percentage of net sales, the Company's gross margin was 22% for 2000 and 28%
for 2001. This increase in gross margin is due to the sale of more profitable
products which increased the overall gross margin.

GENERAL AND ADMINISTRATIVE

         General and administrative expense includes personnel costs,
administrative expenses, general office expenses, depreciation expenses,
advertising costs, and professional fees. General and administrative expenses
were $733,276 representing 122% as a percentage of revenue for the year ended
December 31, 2001 compared to $754,281 representing 31% as a percentage of
revenue for the year ended December 31, 2000. The increase in general and
administrative expenses was directly related to the development of our Video
Without Boundaries interactive streaming video products.

         Net cash used in operating activities was $575,046 for the year ended
December 31, 2001. Net cash used in operating activities was primarily
attributable to net losses and development of our Video Without Boundaries
interactive streaming video products.

         Net cash provided by financing activities was $649,786 for the year
ended December 31, 2001. Net cash provided by financing activities resulted from
advances from shareholders and a Convertible Debenture.

LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 2001, the Company had ($356,982) of working capital.
The Company believes that its current working capital, and cash generated from
operations will not be sufficient to meet the Company's cash requirements for
the next twelve months without the ability to obtain profitable operations
and/or obtain additional financing. Our independent public accountant has
included as a footnote in their report on our financial statements, stating that
certain factors raise substantial doubt about our ability to continue as a going
concern.

         If the Company is not successful in generating sufficient cash flow
from operations or in raising additional capital when required in sufficient
amounts and on acceptable terms, these failures could have a material adverse
effect on the Company's business, results of operations and financial condition.
If additional funds are raised through the issuance of equity securities, the
percentage ownership of the Company's then-current stockholders would be
diluted.

         There can be no assurance that the Company will be able to raise any
required capital necessary to achieve its targeted growth rates and future
continuance on favorable terms or at all.



                                       12
<PAGE>


                                    Part III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The current executive officers, directors and significant employees of
the Company are as follows:

         Directors and Executive Officers. The following is the Director and
Executive Officer of the Company. None of the Directors hold similar positions
in any reporting company. The directors named below will serve until the next
annual meeting of the Company's stockholders. Thereafter, directors will be
elected for one-year terms at the annual stockholders' meeting.

         V. Jeffrey Harrell, age 36, is the Chairman of the Board, President,
CEO, and Secretary of the Company. Mr. Harrell has held these positions since
December 1999. Prior to joining Video Without Boundaries, Mr. Harrell was
employed as an officer by various mortgage banking firms from 1994 to 1999.

ITEM 10.  EXECUTIVE COMPENSATION

         The Company paid the following salaries to its executives:

                                                           2000          2001
                                                           ----          ----

V. Jeffrey Harrell, President, CEO, and                   $33,148      $32,600
Chairman of the Board

         None of the executives received any stock options or stock dividends.
The above executive received reimbursement for health insurance as part of
compensation. The director was not compensated for any Board of Directors
meetings.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of December 31, 2001, the Company had 828,557 shares of its Common
Stock issued and outstanding. The following table sets forth, as of December 31,
2001, the beneficial ownership of the Company's Common Stock (i) by the only
persons who are known by the Company to own beneficially more than 5% of the
Company's Common Stock; (ii) by each director of the Company; and (iii) by all
directors and officers as a group.

                     Name and                       Amount
                     Address of                       of
Title of             beneficial                    beneficial         Percent of
Class                owner                           owner              class
-----                -----                           -----              -----

Common            V. Jeffrey Harrell               32,000               3.8%
                  PO Box 30057
                  Ft. Lauderdale, FL 33303

                  All officers and
                  Directors as a
                  Group (1 person)                 32,000               3.8%

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The directors named above will serve until the next annual meeting of
the Company's stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of directors, absent any employment agreement, of
which none currently exists or is contemplated. There is no arrangement or
understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer.

         None of the executives received any stock options or stock dividends.
The above executive received reimbursement for health insurance as part of
compensation. The director was not compensated for any Board of Directors
meetings.


                                       13
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

         (a) The Exhibits listed below are filed as part of this Annual Report.


         Exhibit No.       Document
         -----------       --------

           3.1             Articles of Incorporation (incorporated by reference
                           from Registration Statement on Form 10SB filed with
                           the Securities and Exchange Commission under File No.
                           0-31497 filed 09/11/00)

           3.2             Amended Articles of Incorporation (incorporated by
                           reference from Registration Statement on Form 10SB
                           filed with the Securities and Exchange Commission
                           under File No. 0-31497 filed 09/11/00)

           3.3             Bylaws (incorporated by reference from Registration
                           Statement on Form 10SB filed with the Securities and
                           Exchange Commission under File No. 0-31497 filed
                           09/11/00)

           10.1            Office Lease (incorporated by reference from
                           Registration Statement on Form 10SB Amendment #1
                           filed with the Securities and Exchange Commission
                           under File No. 0-31497 filed 11/06/00)

           10.2            Office Lease (incorporated by reference from
                           Registration Statement on Form 10SB Amendment #1
                           filed with the Securities and Exchange Commission
                           under File No. 0-31497 filed 11/06/00)

           10.3            Office Lease between Commerce Executive Center, Inc.
                           and ValuMORTGAGES dated August 1, 2001

           10.4            Office Lease between Commerce Executive Center, Inc.
                           and ValuSALES dated August 1, 2001

           10.10           Executive Employment Contract - Pete Fisher
                           (incorporated by reference from Registration
                           Statement on Form 10SB Amendment #1 filed with the
                           Securities and Exchange Commission under File No.
                           0-31497 filed 11/06/00)

           10.11           Executive Employment Contract - Jonathan Silverstein
                           (incorporated by reference from Registration
                           Statement on Form 10SB Amendment #1 filed with the
                           Securities and Exchange Commission under File No.
                           0-31497 filed 11/06/00)



                                       14
<PAGE>


                                   Signatures


         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                      VIDEO WITHOUT BOUNDARIES, INC.




                                      By: /s/ V. Jeffrey Harrell
                                      ----------------------------------------
                                      (Principal Executive Officer and Director)



                                      Date: June 20, 2001



                                       15
<PAGE>

                         VIDEO WITHOUT BOUNDARIES, INC.

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


                               TABLE OF CONTENTS
                               -----------------


Independent Auditor's Report                                               F-2

Balance Sheet as of December 31, 2001 and 2000                             F-3

Statements of Operations as of December 31, 2001 and 2000                  F-4

Statement of Shareholders' Equity from March 19, 1999 (Inception)
  to December 31, 2001                                                     F-5

Statements of Cash Flows as of December 31, 2001 and 2000                  F-6

Notes to Financial Statements                                              F-7




                                      F-1
<PAGE>


                                NORMAN STUMACHER
                           CERTIFIED PUBLIC ACCOUNTANT
                          100 MERRICK ROAD, SUITE 502W
                           ROCKVILLE CENTRE, NY 11570
                                TEL# 516-763-2560
                                FAX# 516-594-9550


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


To the Board of Directors
Video Without Boundaries, Inc.


         I have audited the accompanying balance sheet of Video Without
Boundaries, Inc. as of December 31, 2001 and December 31, 2000 and the related
statements of operations, shareholders' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

         I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

         In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Video Without
Boundaries, Inc. as of December 31, 2001 and December 31, 2000, and the results
of its operations and cash flows for the years then ended in conformity with
generally accepted accounting principles.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




                                             /s/ Norman Stumacher
                                             ---------------------------
                                                 Norman Stumacher

June 17, 2002



                                      F-2
<PAGE>


                         VIDEO WITHOUT BOUNDARIES, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS

                                                                      December 31, 2001       December 31, 2000
                                                                      -----------------       -----------------
<S>                                                                     <C>                      <C>
Current Assets
           Cash                                                         $    22,128              $    31,879
           Accounts Receivable                                                   --                  275,534
           Inventories                                                           --                  112,454
                                                                        -----------              -----------
                       Total Current Assets                                  22,128                  419,867
                                                                        -----------              -----------

Property and Equipment                                                       91,498                   39,237

Other Assets                                                                 50,950                    8,849
                                                                        -----------              -----------

                       Total Assets                                     $   164,576              $   467,953
                                                                        ===========              ===========


                       LIABILITIES & SHAREHOLDERS' EQUITY

Current Liabilities
      Accounts Payable and accrued liabilities                          $   169,424              $   380,175
      Due to Shareholder                                                    209,686                   71,000
                                                                        -----------              -----------
                        Total Current Liabilities                       $   379,110              $   451,175
                                                                        -----------              -----------
Other Liabilities
      Convertible Debentures                                            $   485,500                       --
                                                                        -----------              -----------

                        Total Liabilities                               $   864,610              $   451,175
                                                                        -----------              -----------

Shareholders Equity

      Common stock-par value $.001; 50,000,000
      shares authorized, 828,557 issued and outstanding
      at December 31, 2001 and 684,250 at
      December 31, 2000                                                         829                      684
      Additional paid-in capital                                            430,379                  404,924
      Deficit                                                            (1,131,242)                (388,830)
                                                                        -----------              -----------
                        Total Shareholder's Equity                      ($  700,034)             $    16,778
                                                                        -----------              -----------

           Total Liabilities and Shareholder's Equity                   $   164,576              $   467,953
                                                                        ===========              ===========
</TABLE>


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


                                      F-3
<PAGE>

                         VIDEO WITHOUT BOUNDARIES, INC.

                            STATEMENTS OF OPERATIONS
                         For the year ended December 31

<TABLE>
<CAPTION>

                                                       December 31, 2001           December 31, 2000
                                                       -----------------           -----------------
<S>                                                      <C>                         <C>
Revenues                                                 $    597,076                $  2,422,563

Cost of Sales                                                 428,212                   1,894,996
                                                         ------------                ------------

          Gross Profit                                        168,864                     527,567

Selling, General, and Administrative Expenses                 733,276                     754,281
Research and Development                                      178,000                          --
                                                         ------------                ------------

          Net Loss                                       ($   742,412)               ($   226,714)
                                                         ============                ============


Basic Loss per Share                                     ($     0.982)               ($     0.522)
                                                         ============                ============
Diluted Earnings Per Share                               ($     0.070)               ($     0.522)
                                                         ============                ============


Weighted- average common shares outstanding
Basic                                                         756,404                     434,506
                                                         ============                ============
Diluted                                                    10,466,404                     434,506
                                                         ============                ============
</TABLE>


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


                                      F-4
<PAGE>

                         VIDEO WITHOUT BOUNDARIES, INC.

                        STATEMENT OF SHAREHOLDERS' EQUITY
                 March 19, 1999 (Inception) to December 31, 2001
<TABLE>
<CAPTION>

                                                                                           Additional
                                                                Common Stock                 Paid-In
                                                          Shares            Amount           Capital             Deficit
                                                        -----------       -----------       -----------        -----------
<S>                                                          <C>          <C>               <C>
Sales of common stock-net                                    18,750       $        19       $   293,591                 --

Stock issued for services                                    52,600                53           102,360                 --

Stock issued for acquired companies                          45,000                45               855                 --

Sale of common stock
for cash                                                    133,650               133           174,867                 --

Purchase of September Project II, Corp.                          --                --          (175,000)                --

Reverse acquisition
of Video Without Boundaries, Inc.                           250,000               250             4,750                 --

(Loss) for period March 19, 1999 (inception)
to December 31, 1999                                             --                --                --        $  (162,116)
                                                        -----------       -----------       -----------        -----------

           Balance December 31, 1999                        500,000               500           401,423           (162,116)

(Loss) for the year ended December 31, 2000                      --                --                --           (226,714)

Stock issued for services                                   184,250               184             3,501                 --
                                                        -----------       -----------       -----------        -----------

           Balance December 31, 2000                        684,250               684           404,924           (388,830)

Private Placement Offer                                     144,307               145            25,455                 --

(Loss) for the year ended December 31, 2001                      --                --                --           (742,412)
                                                        -----------       -----------       -----------        -----------
           Balance December 31, 2001                        828,557       $       829       $   430,379        ($1,131,242)
                                                        ===========       ===========       ===========        ===========
</TABLE>


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


                                      F-5
<PAGE>


                         VIDEO WITHOUT BOUNDARIES, INC.

                            STATEMENTS OF CASH FLOWS
                                   Year ended
<TABLE>
<CAPTION>

                                                                       December 31, 2001   December 31, 2000
                                                                       -----------------   ------------------
<S>                                                                        <C>                <C>
Cash flows from operating activities
        Net (loss)                                                         ($742,412)         ($226,714)
        Adjustments to reconcile net (loss) to net cash (used) by
        operating activities
           Stock issued for services and acquired companies                       --              3,685
           Depreciation                                                       32,230             10,487
           Decrease (increase) in accounts receivable                        275,534           (132,171)
           Decrease (Increase) in inventories                                112,454            (19,876)
           (Increase) in other Assets                                        (42,101)           (18,737)
           Increase (Decrease) in accounts payable                          (210,751)           274,070
                                                                           ---------          ---------
                   Total Adjustments                                         167,366            117,458
                                                                           ---------          ---------

                   Net cash (used) by operating activities                  (575,046)          (109,256)
                                                                           ---------          ---------

Cash flows from investing activities
           Purchase of property and equipment                                (84,491)            (2,200)
                                                                           ---------          ---------

           Net cash (used) by investing activities                           (84,491)            (2,200)
                                                                           ---------          ---------

Cash flows from financing activities
           Loan from shareholder                                             138,686             60,000
           Sale of common stock                                               25,600                 --
           Convertible Debentures                                            485,500                 --
                                                                           ---------          ---------

                   Net cash provided by financing activities                 649,786             60,000
                                                                           ---------          ---------

Net change in cash                                                            (9,751)           (51,456)

Cash - beginning                                                              31,879             83,335
                                                                           ---------          ---------

Cash - end                                                                 $  22,128          $  31,879
                                                                           =========          =========

Supplemental disclosures of cash flow information:
           Interest paid                                                   $      --          $      --
                                                                           =========          =========

           Taxes paid                                                      $      --          $      --
                                                                           =========          =========
</TABLE>

   The accompanying notes are an integral part of these financial statements



                                      F-6
<PAGE>


                         VIDEO WITHOUT BOUNDARIES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


Note 1. Nature of Business

         Video Without Boundaries, Inc. (the Company) offers Internet
business-to-business and business-to-consumers products and services through the
Worldwide Web. The Company also maintains retail outlets. The Company's
divisions, and the business each of them conducts, are as follows:

         A. Web Odyssey, which began operations in April 2000, designs and hosts
websites for small and medium size companies.

         B. Odyssey Advertising offers media advertising, corporate identity
development and communications.

         C. Valumortgages.com, which began operation in January 2000, is a web
based Mortgage banking firm. Valumortgages.com combines Internet technology with
its role as a mortgage banker to make mortgages easier and faster for customers
to obtain - and significantly more efficient for lenders, brokers, Realtors, and
homebuilders. Valumortgages.com is in Spanish as well as English.

         D. Valucomputers.com offers a full line of brand name new and
refurbished computer products, such as PC's and printers, from manufacturers
including IBM, Compaq, and HP. During the year ended December 31, 2001 the
operations of ValueComputers.Com were included with those of Video Without
Boundaries, Inc.

         E. The accompanying financial statements have been prepared on the
going concern basis, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The Company has
incurred a loss of ($742,412) for the current year, and has a working capital
deficiency of $356,982 at December 31, 2001. Such factors raise substantial
doubt about the ability of the Company to continue as a going concern.
Continuation of the Company as a going concern is dependent on the Company's
ability to attain profitable operations and/or obtain additional financing. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

         Video Without Boundaries, Inc. was incorporated in the State of
Florida, on March 19, 1999 under the name of ValuSALES.com, Inc. and had no
operations. On July 20, 1999, it acquired the assets of, and signed employment
agreements with the principals of, two privately held operating companies for
$75,000 and 45,000 shares of common stock. The transaction was accounted for as
a purchase. The assets were recorded at cost, which approximated market value.
Operations are included from the date of acquisition. The company changed its
name to Video Without Boundaries on November 16, 2001.


                                      F-7
<PAGE>

                         VIDEO WITHOUT BOUNDARIES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


Note 2. Summary of Significant Accounting Policies-Continued

         On December 1, 1999, the Company, a public shell (with no historical
operations) changed its name to ValuSALES.com, and acquired 100% of the
outstanding stock of ValuSALES.com, Inc. for 250,000 shares. For accounting
purposes, the acquisition has been treated as a capital transaction rather than
a business combination. The accounting is identical to that resulting from a
reverse acquisition. Therefore, a re-capitalization of the Acquired Company took
place with the Acquired Company as the acquirer. The historical financial
statements prior to December 1, 1999 are those of the Acquired Companies. All
significant interdivisional transactions and balances have been eliminated.

Revenues

         The Company recognizes revenues as follows:

         A. Product sales revenue its recognized when the product is delivered.

         B. Service revenue is recognized when the services are performed.

         C. Mortgage fee revenue is recognized when the mortgage is closed.

Use of Estimates

         Use of estimates and assumptions by management is required in the
preparation of financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those estimates and
assumptions.

Inventories

         Inventories consists of computers and accessories and is stated at the
lower of cost (specific identity) or market.

Property and Equipment

         Property and equipment is recorded at cost. Depreciation is computed
using the straight-line method over the three year estimated useful lives of the
assets.

         Property and equipment at December 31, 2000 and December 31, 2001
consist of:

                                                          2001          2000
                                                       ---------     ---------

         Computer equipment                            $ 109,491     $  25,000
         Furniture and fixtures                           27,687        27,687
                                                       ---------     ---------
                                                         137,178        52,687
         Less: Accumulated Depreciation                  (45,680)      (13,450)
                                                       ---------     ---------
                                                       $  91,498     $  39,237
                                                       =========     =========


                                      F-8
<PAGE>


                         VIDEO WITHOUT BOUNDARIES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001

Note 2. Summary of Significant Accounting Policies-Continued

(Loss) Per Share

         Basic (loss) per share equals net (loss) divided by the weighted
average shares outstanding during the period. Fully diluted shares assumes the
convertible debentures were converted into 9,710,000 shares of common stock.

Note 3. Other Matters

         Employment Contracts-The Company entered into employment contracts with
two shareholders on July 20, 1999, as part of the previously mentioned business
acquisition. The contracts expire on July 20, 2000 and December 31, 2000,
respectively. The agreements require total annual salaries of $176,000, and 10%
pre tax income salary bonus. No employment contracts were in effect at December
31, 2001.

         Leases-The Company's operating facilities are leased for six months
thru January 2002, for an annual rent of approximately $11,400. Prior rent was
under month-to-month arrangements for approximately $3,300 monthly.

         Due to Shareholder- The Company obtained loans from two shareholders
totaling $455,186. The note is payable on demand with interest on the unpaid
principal at the rate of 8.0% per annum. The balance of loans outstanding was
$209,686 at December 31, 2001 and $71, 000 at December 31, 2000.

Note 4. Income taxes

         At December 31, 2001 the Company had net operating loss carry forward
of approximately $1,192,142, which expires thru 2021. The deferred benefit of
the net operating loss carry forward has been fully reserved for due to the
uncertainty of the timing of its recognition.

         At December 31, 2001, there are no items that give rise to deferred
income taxes.

Note 5. Shareholders' Equity

         On April 1, 1999, Video Without Boundaries, Inc. had a private
placement offering of 18,750 shares of its common stock at $1 per share. Cost of
the offering was approximately $81,000. Such stock was sold pursuant to Rule 504
of Regulation D under the United States Securities Act of 1933.

         In 2001 the Company had a private placement offering of 144,307 shares
of its common stock at $0.18 per share.

         Effective November 18, 2001 the Company effectuated a one-for-twenty
reverse stock split. All share and per share data, is stated to reflect the
split.

         In 2001 the Company sold convertible debentures totaling $485,500
interest on the outstanding principal shall accrue at the rate of 12% per annum.
Holder may elect on maturity to collect the outstanding principal in shares of
common stock at the rate of $0.05 per share. Subsequent to the balance sheet
date all of the debentures were converted into common stock.


                                      F-9
<PAGE>

                         VIDEO WITHOUT BOUNDARIES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001

Note 6. Business Segments

         The Company is organized into four business segments (See Note 1).
Summarized financial information concerning the Company's reportable segments is
shown in the following table. Corporate related items not allocated to
reportable segments are included in the reconciliation to the Balance Sheets and
Statements of Operations. Reconciliation to Balance Sheets and Statements of
Operations:
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                  Valu              Odyssey             Valu                Web
                                  Sales           Advertising         Mortgages           Odyssey             Total
----------------------------------------------------------------------------------------------------------------------
2000
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                <C>                <C>                <C>
Net Sales                      $ 1,481,583        $   659,343        $    84,683        $   175,740        $ 2,401,349
Operating earnings (loss)          145,799            (71,997)           (53,973)           (16,017)             3,812
Depreciation                         3,300              6,533                654                 --             10,487
Total Assets                       128,329             49,724              6,947             15,507            200,507
Capital Expenditures                 8,520                640              3,527                 --             12,687

----------------------------------------------------------------------------------------------------------------------
2001
----------------------------------------------------------------------------------------------------------------------
Net Sales                      $   408,860        $    68,214        $   120,002        $        --        $   597,077
Operating earnings (loss)         (710,863)           (37,543)             7,599             (1,605)          (742,412)
Depreciation                        45,680                 --                 --                 --             45,680
Total Assets                       164,576                 --                 --                 --            164,576
Capital Expenditures                84,491                 --                 --                 --             84,491
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Reconciliation to Balance Sheets and Statements of Operations:

                                                         2001           2000
                                                      ---------       ---------
Assets
       Totals for reportable segments                 $      --       $ 200,507
       Corporate                                        164,576         268,046
                                                      ---------       ---------
             Total                                    $ 164,576       $ 468,553
                                                      =========       =========

Operating results
       Totals for reportable segments                 $ (31,549)      $   3,812
       Corporate                                       (710,863)       (230,526)
                                                      ---------       ---------
             Total                                    ($742,412)      ($226,714)
                                                      =========       =========


Note 7. Subsequent Events

         During 2002 Convertible Debentures totaling $485,500 were converted
into 9,710,000 shares of common stock.


                                      F-10