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

                                  FORM 10-KSB/A


[X] Annual report under section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2002.

[ ] 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 of Incorporation) (IRS Employer Identification No.)

                        888 EAST LAS OLAS BLVD, SUITE 710
            Address of Principal Executive Office (street and number)

                            FORT LAUDERDALE, FL 33301
                            City, State and Zip Code

                                 (954) 527-7780
                            Issuer's telephone number

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 [ ]
No [X]

(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 March 14, 2003: 1,569,087 shares of common stock.


<PAGE>

EXPLANATORY NOTE

Video Without Boundaries, Inc. (the "Company") is filing this Amended Form
10-KSB (the "Amended Form 10-KSB/A") to restate Item 6, Item 10, and audited
financial statements contained in the Company's Annual Report on Form 10-KSB
(the "Original Form 10-KSB") for the period ended December 31, 2002 as
originally filed with the Securities and Exchange Commission on April 11, 2003.
This Amended Form 10-KSB/A reflects restatements of the previously filed audited
financial statements as of December 31, 2002 and related changes in the
Management's Discussion and Analysis of Financial Condition and Results of
Operations resulting from the matters discussed below.

The restatement resulted primarily from correction of accounting for the
following transactions: (1) determination that the investment in Cornerstone
Entertainment had no value (2) determination that the receivable from
International Consortium is not collectible (3) accrual to shareholder loans for
interest expense (4) reversal of expenses charged to the Company by certain
shareholders (5) correction of the amount booked for depreciation of property
and equipment (6) accrual for salary to President (7) reversal of loss on
discontinued business and professional fees expensed in prior year (8) reversal
of accrued interest (9) recognition of beneficial conversion feature of
debentures (10) reclassification of various balance sheet assets and liabilities
(11) correction to classifications of various operating costs.

This Amended Form 10-KSB/A does not attempt to modify or update any other
disclosures set forth in the Original Form 10-KSB, except as required to reflect
the effects of the noted restatements. Additionally, this Amended Form 10-KSB/A
and the Original Form 10-KSB is subject to updating and supplementing as
provided in the periodic reports that the Company has filed and will file after
the original filing date with the Securities and Exchange Commission. In
addition, the filing on this Amended Form 10-KSB/A shall not be deemed an
admission that the original filing, when made, included any untrue statement of
material fact or omitted a material fact necessary to make a statement made
therein not misleading.



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<PAGE>

FACTORS THAT MAY AFFECT FUTURE RESULTS

This Form 10-KSB/A 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 Form 10-KSB/A 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.

PART I
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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 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.

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<PAGE>

         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.

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, , 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.


VIDEO WITHOUT BOUNDARIES.COM DIVISIONS

         o        E-BUSINESS SOLUTIONS - www.webodyssey.cc

                  WebODYSSEY was formed in April 2001 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 2002 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.

                  The Video Without Boundaries WebOdyssey division has seen a
                  dramatic down turn in its revenue because of current economic


                                       4
<PAGE>

                  trends and the lack of working capital to maintain its sales
                  and marketing group. As a result the Company has not had any
                  significant revenue from these operations and because of a re-
                  focusing of its business model the Company does not anticipate
                  any material improvement or resource allocation to this
                  division in the future.

         o        STREAMING VIDEO TECHNOLOGY - www.videowithoutboundaries.com

                  In October 2001 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.

                  Video Without Boundaries Simply Streaming division has seen a
                  dramatic down turn in its revenue because of current economic
                  trends and the lack of working capital to maintain its sales
                  and marketing group. As a result the Company has not had any
                  significant revenue from these operations and because of a re-
                  focusing of its business model the Company does not anticipate
                  any material improvement or resource allocation to this
                  division in the future.


         o       INTERNET MORTGAGE BANKING - www.valumortgages.com

                 In January 2001, 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.

                  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.

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<PAGE>

                  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.

                  ValuMortgages.com division has ceased operations effective
September 30, 2002 because the company financial net worth was not sufficient to
renew its State of Florida Mortgage License.

STRATEGY

Video Without Boundaries has re-focused its limited company resources to advance
itself as a provider of streaming digital media and video on demand (VOD)
services. The company has recently taken actions to reduce the company's
operating costs and develop a plan to achieve profitability in these new product
areas starting in the fourth quarter of 2002. These changes will attempt to
balance the company's investment across its two key markets: streaming digital
media and video on demand (VOD) services. Due to the continued decline in
economic activity and weakened capital and business spending for emerging
technology products and services, VWB has redirected its limited human and
capital resources towards its most profitable products and services, while
reducing its exposure to unprofitable markets.

The company is attempting to develop new business partnerships and revenue in
regards to its streaming media business within the home entertainment
marketplace. Over the last 12 months, all major PC, consumer electronics, and
set-top box manufactures have added streaming media players within their
products to capitalize on the growth of broadband connections and streaming
content offered over the Internet. With more than 10 million broadband
households and nearly 35 million broadband-enabled screens, VWB is attempting to
capitalize on the continued growth of this market through its professional
services division and new potential partnerships and business ventures.

To facilitate this growth VWB's goals are 1) to become a producer & distributor
of interactive consumer electronics equipment 2) establish itself as a software
infrastructure player within the home entertainment media-on-demand marketplace,
3) capture revenue from services and products within the video on demand
marketplace.

VWB is attempting to enter the converging digital media on demand, enhanced home
entertainment and emerging interactive consumer electronics markets. VWB is
focused on home entertainment media products and solutions that enhance the
consumer experience, while providing new revenue opportunities for online music
and movie content providers. As VWB products and services develop in these new
market areas the company is planning to become a supplier of broadband products,
services and content including its ability to deliver broadcast quality digital
video and web interactivity at transfer rates as low as 56K.

CLIENTS

         We have focused and will continue to focus on long-term relationships
with our client's that will range from retail consumers to small, medium, and
large business customers. If its clients terminate existing agreements or if
Video Without Boundaries is unable to enter into new engagements or sell its new
products and services 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 2002 or 2001. 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.

                                       6
<PAGE>

SALES AND MARKETING

         The Company plans to promote itself by direct sales efforts using
telephone sales, conventional media advertising, and some Internet marketing.
These advertisements are targeted at small, medium, and large business customers
as well as retail consumers who are likely to respond to specific ads or visit
specific web sites to make a purchase. The Company employs two inside and
outside sales people to help customers and to prospect business from various
forms of lead generation. The Company also plans to engage independent sales
agents in various geographic areas as well as product dealers and resellers.

         Our marketing strategy is to promote and enhance our brand by
participating in targeted industry conferences and seminars, engaging in a
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 converging digital media on demand, enhanced home
entertainment and emerging interactive consumer electronics companies. 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 customer base. We also
believe that the importance of product acceptance and market validation will
increase due to the growth in the converging digital media on demand, enhanced
home entertainment and emerging interactive consumer electronics markets. If the
various product markets and customers do not perceive our products and services
to be effective or of high quality, our brand name and reputation could be
materially and adversely affected.


COMPETITION

         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 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 in the converging digital media on demand, enhanced home entertainment
and emerging interactive consumer electronics markets by major companies which
could have an adverse on Video Wouthout Boundaries.

         Video Without Boundaries currently has no portion of the converging
digital media on demand, enhanced home entertainment and emerging interactive
consumer electronics markets as it develops its products for launch and there
can be no assurances it that it will be able to penetrate these markets in the
future because of the need for the Company to raise additional capital.

Employees
---------

         The Company employs a total of 5 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.

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<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 600 square feet at an annual rent of $7,200. 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,
2002.


                                     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 VDWB 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 2002 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
        ----              ------                   ----              ---
        2002             First Quarter             $0.30            $0.05
                         Second Quarter            $0.08            $0.02
                         Third Quarter             $1.01            $0.25
                         Fourth Quarter            $0.51            $0.15



         As of December 31, 2002, there were approximately 138 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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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/A.

OVERVIEW

The Company has historically provided 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, streaming video technology, and internet mortgage banking. We utilize
our knowledge base and professional talent from these Company divisions to
provide our clients with various solution offerings.

The Company is re-positioning itself to enter the converging digital media on
demand, enhanced home entertainment and emerging interactive consumer
electronics markets. The Company is focusing on home entertainment media
products and solutions that enhance the consumer experience, while providing new
revenue opportunities for online music and movie content providers. As VWB
products and services develop in these new market areas, the Company is planning
to become a supplier of broadband products, services and content, including its
ability to deliver broadcast quality digital video and web interactivity at
transfer rates as low as 56K.

o        E-BUSINESS SOLUTIONS - www.webodyssey.cc
              In April 2001, the Company 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.

              The Company's WebOdyssey division has seen a dramatic down turn in
              its revenue because of current economic trends and the lack of
              working capital to maintain its sales and marketing group. As a
              result, the Company has not had any significant revenue from these
              operations and because of a re-focusing of its business model, the
              Company does not anticipate any material improvement or resource
              allocation to this division in the future.

o        STREAMING VIDEO TECHNOLOGY - www.videowithoutboundaries.com
              In December 2001 the Company 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.

              The Company's Simply Streaming division has seen a dramatic down
              turn in its revenue because of current economic trends and the
              lack of working capital to maintain its sales and marketing group.
              As a result, the Company has not had any significant revenue from
              these operations and because of a re-focusing of its business
              model, the Company does not anticipate any material improvement or
              resource allocation to this division in the future.

o        INTERNET MORTGAGE BANKING - www.valumortgages.com
              In January 2001 the Company 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.

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<PAGE>

              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.

              ValuMortgages.com division has ceased operations effective
              December 31, 2002 because the Company financial net worth was not
              sufficient to renew its state of Florida mortgage license.

Historically, the Company has derived 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.

In addition, because a proportion of the Company's expenses are relatively
fixed, a variation in the number of client engagements can cause significant
variations in operating results from quarter to quarter.

The Company's projects vary in size and scope; therefore, a client that accounts
for a significant portion of the Company's revenues in one period may not
generate a similar amount of revenue in subsequent periods.

The Company 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 the Company's revenues may be generated from a small
number of clients. These clients may not retain the Company 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 the Company's 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;
.. marketing and business development expenses;
.. pricing changes; and
.. economic conditions generally or in the information technology services
  market.

The Company expects these trends to continue.

RESULTS OF OPERATIONS

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001.

REVENUES

Net sales are comprised of product and services sales, net of returns and
allowances. In 2002, revenues were $5,621 compared to $597,076 for the same
period ended December 31, 2001. The decrease in net sales was due to the


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<PAGE>

continued decrease in customer requirements for our products and services and
the consolidation and elimination of Company divisions.

Cost of sales decreased from $428,212 in 2001 to $3,921 in 2002. As a percentage
of net sales, the Company's gross margin was 28.3% for 2001 and 30.2% for 2002.
Due to the consolidation and elimination of Company divisions, the current
margin is not necessarily indicative of anticipated future margin.

GENERAL AND ADMINISTRATIVE

General and administrative expense includes personnel costs, administrative
expenses, general office expenses, advertising costs, and professional fees.
General and administrative expenses were $880,737 for the year ended December
31, 2002 compared to $684,271 for the year ended December 31, 2001. The increase
was due to the re-focusing of the Company's business model.

Net cash used in operating activities was $553,018 for the year ended December
31, 2002. Net cash used in operating activities was primarily attributable to
net losses.

Net cash provided by financing activities was $551,740 for the year ended
December 31, 2002. Net cash provided by financing activities resulted from an
advance from a shareholder and a convertible debenture.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2002, the Company had ($678,907) 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.


                                    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:
--------------------------------------------------------------------------------
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

         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.

                                       11
<PAGE>

         V. Jeffrey Harrell, age 37, 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 by Southeast Bankers Mortgage Corp. as Vice President of Sales from
December 1998 to January 1999, and before that he served as Vice President of
Kensington-Ashworth Financial Group, Inc. from March 1994 to January 1998.

ITEM 10 - EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
The Company paid the following salaries to its executives:

                                                        2001              2002
                                                        ----              ----
V. Jeffrey Harrell,                                   $32,600           $29,025
Chairman of the Board, President, and CEO

On December 31, 2002 the Company accrued $120,975 for unpaid services rendered
for the executive above.

The executive did not receive any stock options or stock dividends. The
executive did not receive reimbursement for health insurance. 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, 2002, the Company had 119,087 shares of its Common
Stock issued and outstanding. The following table sets forth, as of December 31,
2002, 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             3,440              2.8%
                   PO Box 30057
                   Ft. Lauderdale, FL 33303



ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------

         The director 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 executive received reimbursement for health insurance as part of
compensation. The directors were not compensated for any Board of Directors
meetings.





                                       12
<PAGE>

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

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


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 (incorporated by reference from Annual Report filed with
         the Securities and Exchange Commission under File No. 0-31497 filed
         06/28/02)

10.4     Office Lease (incorporated by reference from Annual Report filed with
         the Securities and Exchange Commission under File No. 0-31497 filed
         06/28/02)


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)

         Reports on Form 8-K were filed by the Company during the third quarter
         of it's fiscal year ending December 31, 2002.

                                       13
<PAGE>

                                   Signatures


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report as amended 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 22, 2005

                                       14



<PAGE>

                         VIDEO WITHOUT BOUNDARIES, INC.



                              FINANCIAL STATEMENTS


                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                    CONTENTS


                                                                           Page

Reports of Public Accounting Firms ....................................... 1-2

Financial Statements:

  Balance Sheets .........................................................   3

  Statements of Operations ...............................................   4

  Statement of Stockholders' Deficit .....................................   5

  Statements of Cash Flows ...............................................   6

  Notes to Financial Statements .......................................... 7-17






















<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Video Without Boundaries, Inc.

We have audited the balance sheet of Video Without Boundaries, Inc. (the
"Company") as of December 31, 2002, and the related statements of operations,
changes in stockholders' deficit and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we do not express such an opinion. 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. We believe that our
audit provides a reasonable basis for our opinion.

In our 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, 2002, and the results of operations and cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company's dependence on outside financing, lack of
sufficient working capital, and recurring losses from operations raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans are described in Note 4 to the financial statements. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

As discussed in Note 3 to the financial statements, the accompanying balance
sheet and related statements of operations, changes in stockholders' deficit and
cash flows have been restated to reflect the proper accounting for certain
transactions which took place during the year ended December 31, 2002.


/s/ Berkovits, Lago & Company, LLP
Fort Lauderdale, Florida
June 15, 2005

                                       2

<PAGE>

                         VIDEO WITHOUT BOUNDARIES, INC.
                                 BALANCE SHEETS
                                   DECEMBER 31


<TABLE>
<CAPTION>
                                                                                             2002             2001
                                                                                          -----------      -----------
                                                                                           Restated
<S>                                                                                       <C>              <C>
                                     ASSETS

 Current assets:
     Cash  and cash equivalents                                                           $    12,047      $    22,128
     Accounts receivable, net of allowance for doubtful accounts of
              $-0- in 2002 and 2001, respectively                                                 621               --
     Loans receivable                                                                          80,000               --
                                                                                          -----------      -----------
         Total current assets                                                                  92,668           22,128
                                                                                          -----------      -----------
  Property and equipment, net                                                                  82,220           91,498
                                                                                          -----------      -----------
 Other assets                                                                                      --           50,950
                                                                                          -----------      -----------
         Total assets                                                                     $   174,888      $   164,576
                                                                                          ===========      ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable trade                                                                    85,374          169,424
     Accrued salary to president                                                              120,975               --
     Notes payable and accrued interest - shareholders'                                       510,926          209,686
     Notes payable  and accrued interest                                                       54,300               --
     Convertible debentures                                                                        --          485,500
                                                                                          -----------      -----------
         Total current liabilities                                                            771,575          864,610
                                                                                          -----------      -----------
 Stockholders' deficit:
       Common stock - $.001 par value, 50,000,000 shares authorized,
          119,087 and 2,762 shares issued and outstanding at
          December 31, 2002 and 2001, respectively                                                119                3
       Additional paid-in capital                                                           1,519,138          431,205
       Accumulated deficit                                                                 (2,115,944)      (1,131,242)
                                                                                          -----------      -----------
         Total stockholders' deficit                                                         (596,687)        (700,034)
                                                                                          -----------      -----------
         Total liabilities and stockholders' deficit                                      $   174,888      $   164,576
                                                                                          ===========      ===========
</TABLE>




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

                                       3
<PAGE>


                         VIDEO WITHOUT BOUNDARIES, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                     2002           2001
                                                  ---------      ---------
                                                   Restated

Sales                                             $   5,621     5$6597,076

Cost of sales                                         3,921        428,212
                                                  ---------      ---------

         Gross profit                                 1,700        168,864


Operating expenses:
     Selling, general and administrative            880,737        684,271
     Depreciation                                    18,081         32,230
     Research and development                        46,062        178,000
     Interest                                        41,522         16,775
                                                  ---------      ---------

                                                    986,402        911,276
                                                  ---------      ---------

Net loss                                          $(984,702)     $(742,412)
                                                  =========      =========


Basic and fully diluted loss per share            $   (8.27)     $ (317.54)
                                                  =========      =========


Weighted-average number of shares
     used in computing per share amounts            119,087          2,338
                                                  =========      =========























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

                                       4

<PAGE>


                         VIDEO WITHOUT BOUNDARIES, INC.
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                    Restated


<TABLE>
<CAPTION>
                                                              Common Stock            Additional
                                                     ---------------------------       Paid-In       Accumulated
                                                        Shares          Amount         Capital         Deficit            Total
                                                     -----------     -----------     -----------     -----------      -----------
<S>                                                  <C>             <C>             <C>             <C>                   <C>
Balance December 31, 2000                                  2,281     $         2     $   405,606     $  (388,830)          16,778

Private placement offer                                      481               1          25,599              --           25,600

Net loss for the year                                         --              --              --        (742,412)        (742,412)
                                                     -----------     -----------     -----------     -----------      -----------

Balance December 31, 2001                                  2,762               3         431,205      (1,131,242)        (700,034)

Stock issued for services                                 78,035              78         261,922              --          262,000

Stock issued for convertible debentures and
     related accrued interest                             34,123              34         526,515              --          526,549

Stock issued for cash                                      2,500               3          37,497              --           37,500

Stock issued to International Consortium                   1,667               1          24,999              --           25,000

Accounting recognition of  beneficial conversion
      feature on debentures                                   --              --         237,000              --          237,000

Net loss for the year                                         --              --              --        (984,702)        (984,702)
                                                     -----------     -----------     -----------     -----------      -----------

Balance December 31, 2002                                119,087             119       1,519,138      (2,115,944)        (596,687)
                                                     ===========     ===========     ===========     ===========      ===========
</TABLE>



















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

                                       5
<PAGE>


                         VIDEO WITHOUT BOUNDARIES, INC.
                            STATEMENTS OF CASH FLOWS
                         FOR THE YEARS ENDED DECEMBER 31

<TABLE>
<CAPTION>

                                                                                   2002           2001
                                                                                 ---------      ---------
                                                                                 Restated
<S>                                                                              <C>            <C>
 Cash flows from operating activities:
     Net loss                                                                    $(984,702)     $(742,412)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
             Depreciation                                                           18,081         32,230
             Bad debts                                                              25,000             --
             Interest on debentures converted to stock                              36,049             --
             Interest on notes payable                                               3,300             --
             Stock issued for services                                             262,000             --
            Changes in assets and liabilities
                           (Increase) decrease in accounts receivable                 (621)       275,534
                           Decrease in inventories                                      --        112,454
                           (Increase) decrease in other assets                      50,950        (42,101)
                           (Decrease) in accounts payable                          (84,050)      (210,751)
                           Increase in accrued salary to president                 120,975             --
                                                                                 ---------      ---------

                                Net cash used in operating activities             (553,018)      (575,046)
                                                                                 ---------      ---------

 Cash flows from investing activities:
     Purchases of property and equipment                                            (8,803)       (84,491)
                                                                                 ---------      ---------
                                 Net cash used in investing activities              (8,803)       (84,491)
                                                                                 ---------      ---------

 Cash flows from financing activities:
     Proceeds from shareholder loans                                               301,240        138,686
     Advances of loans receivable                                                  (80,000)            --
     Proceeds from issue of debentures                                             298,000        485,500
     Payment of notes payable                                                       (5,000)            --
     Proceeds from issuance of stock                                                37,500         25,600
                                                                                 ---------      ---------
                                   Net cash provided by financing activities       551,740        649,786
                                                                                 ---------      ---------

 Net decrease  in cash and cash equivalents                                        (10,081)        (9,751)

 Cash and cash equivalents at beginning of year                                     22,128         31,879
                                                                                 ---------      ---------
 Cash and cash equivalents at end of year                                        $  12,047      $  22,128
                                                                                 =========      =========
</TABLE>










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

                                        6

<PAGE>


                         VIDEO WITHOUT BOUNDARIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 1 - BUSINESS DESCRIPTION

Video Without Boundaries, Inc. ("The Company") is in the converging digital
media on demand, enhanced home entertainment and emerging interactive consumer
electronics markets. VWB is focused on home entertainment media products and
solutions that enhance the consumer experience, while providing new revenue
opportunities for online music and movie content providers. VWB, is a leading
supplier of broadband products, services and content including its ability to
deliver broadcast quality digital video and web interactivity at transfer rates
as low as 56K.

During 2001 and prior periods, the Company operated in multiple segments. During
2001, management elected to no longer operate the Company in distinct segments.
As such, these financial statements reflect segment disclosure only for the
activity of the year ended December 31, 2001. As of December 31, 2002 and for
the year then ended, the Company operates in only one segment.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company was incorporated in the State of Florida, on March 19, 1999 under
the name of ValuSALES.com, Inc. The company changed its name to Video Without
Boundaries, Inc. on November 16, 2001.

REVENUES

The Company recognizes revenues on product sales when the product is shipped and
title has passed to customer. Service revenue is recognized when the services
are performed.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements.
Estimates also affect the reported amounts of revenue and expenses during the
reported period. Actual results could differ from those estimates.

INVENTORY

Inventory is valued using the first-in, first-out method of accounting and is
stated at the lower of cost or net realizable value.


                                       7


<PAGE>

SEGMENTS

Historically, the company's operations was classified into multiple reportable
segments that provide different products and services, comprising firstly,
entertainment media products, secondly advertising and thirdly mortgages.
Separate management of each segment is required because each business unit is
subject to different marketing, production, and technology strategies. Effective
prior to the end of 2001 the Company began operating in only one segment.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost, net of accumulated depreciation,
which is provided for by a charge to operations over the estimated useful life
of the assets using the straight-line method. The useful life of the assets is
four years.

Expenditures that extend the useful life of the respective assets are
capitalized and depreciated over the lives of the respective assets.
Maintenance, repairs and other expenses that do not extend their useful life are
expensed as incurred.

FINANCIAL INSTRUMENTS

The Company's financial instruments are cash, accounts receivable, loans
receivable, accounts payable, notes payable and convertible debentures. The
recorded values of cash, accounts receivable, loans receivable, and accounts
payable approximates their fair values based on their short-term nature. The
fair value of notes payable and convertible debentures is based on current rates
at which the Company could borrow funds with similar remaining maturities, and
the carrying amount approximates fair value.

INCOME TAXES

The Company follows Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" (SFAS No. 109). Under the asset and liability
method of SFAS No. 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributed to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax base. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under SFAS
No. 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. If
it is more likely than not that some portion of a deferred tax asset will not be
realized, a valuation allowance is recognized.

CONVERTIBLE DEBENTURES

Convertible debentures with beneficial conversion features, are accounted for in
accordance with guidance supplied by Emerging Issues Task Force ("EITF") No 98-5
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios" and EITF No. 00-27 "Application of
Issue 98-5 to Certain Convertible Instruments."


                                       8

<PAGE>

In addition, since the debt is convertible into equity at the option of the note
holder at the date of issuance at beneficial conversion rates, an embedded
Beneficial Conversion Feature ("BCF") has been recorded as discount against the
debentures in the accompanying balance sheet and as an increase to additional
paid-in capital at the time of issuance.

For convertible debt, the recorded debt discount is calculated at the issuance
date as the difference between the conversion price and the relative fair value
of the common stock into which the security is convertible.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Corporation to concentration
of credit risk consist primarily of accounts receivable. The Company believes
that it is not exposed to any significant credit risk on accounts receivable.


NOTE 3 - RESTATEMENT OF FINANCIAL STATEMENTS

The Company determined that the previously filed audited financial statements
for the year ended December 31, 2002, contained errors that required
restatement.

The restatement resulted primarily from correction of accounting for the
following transactions: (1) determination that the investment in Cornerstone
Entertainment had no value (2) determination that the receivable from
International Consortium is not collectible (3) accrual to shareholder loans for
interest expense (4) reversal of expenses charged to the Company by shareholders
(5) correction of the amount booked for depreciation of property and equipment
(6) accrual for salary to president (7) reversal of loss on discontinued
business and professional fees expensed in prior year (8) reversal of accrued
interest (9) recognition of beneficial conversion feature of debentures (10)
reclassification of various balance sheet assets and liabilities (11) correction
to classifications of various operating costs.

The components of the restatement are explained in the notes below the table.

<TABLE>
<CAPTION>
                                                                         Adjustment to
                                                       As filed             restate         Restated
                                                      ----------           ---------      -----------
<S>                                                    <C>                 <C>            <C>
Balance sheet data as at December 31, 2002
  Property and equipment  (d)                         $    66,006          $   16,214     $    82,220
  Investment Cornerstone Entertainment  (a)               210,871            (210,871)             --
  International Consortium  (b)                            25,000             (25,000)             --
  Notes payable - shareholders  (c)                       763,780            (252,854)        510,926
  Accrued expenses - related party  (e)                        --             120,975         120,975
  Notes payable   (h)                                      20,000              34,300          54,300
  Convertible debentures   (g)                            268,000            (268,000)             --
  Accrued interest   (i)                                    9,948              (9,948)             --
  Additional paid-in capital  (j)                       1,415,770             103,368       1,519,138
  Accumulated deficit (a) (b) (c) (d) (e) (g) (i)      (2,168,447)             52,503      (2,115,944)
</TABLE>


                                       9

<PAGE>

<TABLE>
<CAPTION>
                                                                         Adjustment to
                                                       As filed             restate         Restated
                                                      ----------           ---------      -----------
<S>                                                    <C>                 <C>            <C>
Statement of operations for the year ended
December 31, 2002

  Revenues   (a)                                      $   330,621          $ (325,000)    $     5,621
  Selling, general and administrative (b) (c) (e)         715,651             165,086         880,737
                                      (j) (k)
  Depreciation  (k)                                            --              18,081          18,081
  Research and development  (k)                           427,000            (380,938)         46,062
  Interest        (i) (k)                                      --              41,522          41,522
  Loss on discontinued business (j)                       107,125            (107,125)             --
  Net loss                                               (923,076)            (61,626)       (984,702)
  Basic and fully diluted loss per share                    (7.75)              (0.52)          (8.27)
</TABLE>


As a consequence of changes made to the balance sheet and statement of
operation, as noted above, the statement of cash flows and changes in
stockholders' equity have been restated accordingly.

     a) Investment in Cornerstone Entertainment

     The Company completed its analysis of the accounting for the investment in
     Cornerstone Entertainment. The analysis indicated that the investment had
     no value and accordingly the Company has reversed the original entries
     relating to this investment.

     The result of the adjustment is to eliminate the investment in Cornerstone
     Entertainment totaling $210,871, at December 31, 2002 with a decrease in
     accumulated deficit of $114,129 at December 31, 2002 and a corresponding
     reduction in sales totaling $325,000 for the year ended December 31, 2002.


     b) Receivable - International Consortium

     The Company has reviewed the collectability of the advance to International
     Consortium, with the result that the Company now believes that it will not
     be possible to collect the amount due.

     Accordingly, the Company has written off the $25,000 receivable at December
     31, 2002 and increased bad debt expense for the year ended December 31,
     2002 by $25,000.

     c) Shareholder Loans

     Management has reviewed the documentation relating to expenses paid on
     behalf of the Company by two major shareholders'. Due to the inability of
     the shareholders' to produce suitable documentation to support the expenses
     paid on behalf of the Company, and reflected as shareholder loans, the
     amounts due to the shareholders have been reversed by the Company.
     Accordingly, the liabilities to shareholders' has been reduced by $270,889
     at December 31, 2002 with a corresponding reduction in selling, general and
     administrative expenses of $270,889 for the year ended December 31, 2002.

                                       10



<PAGE>

     It was determined that interest had not been accrued on shareholder loans
     at the rate of 8% per annum, as stipulated in the relevant agreements.
     Accordingly, the Company has booked an amount of $18,035 as interest
     expense for the year ended December 31, 2002 with a corresponding increase
     in the liabilities on shareholders' loans of $18,035 at December 31, 2002.

     d) Property and Equipment

     Management has determined that the depreciation of property and equipment
     was overstated and has revised the depreciation charge to ensure that
     property and equipment is being written off over its useful life on a
     straight-line basis. This has resulted in a reduction in depreciation
     expense totaling $16,214 for the year ended December 31, 2002 and a
     corresponding reduction in accumulated depreciation in the balance sheet of
     $16,214 at December 31, 2002.

     Management has reclassified furniture and equipment totaling $27,687 to
     computer equipment.

     e) Accrued Salary to President

     Management has accrued the salary of the President which resulted in an
     increase in salary expense totaling $120,975 for the year ended December
     31, 2002 and a corresponding increase in accrued salary to president of
     $120,975 at December 31, 2002.

     f) Reclassification of Other Assets

      The Company has revised its balance sheet classification to disclose a
     loan totaling $70,000 as short term. The loan had previously been shown
     under other assets as long term.

     g) Convertible Debentures

     The Company has recognized the beneficial conversion features of
     convertible debentures and has shown the amount of $237,000 as additional
     paid in capital. The amount had previously been shown under current
     liabilities as convertible debentures.

     The Company has shown a total of $31,000 as notes payable to recognize
     amounts due to debenture holders who had elected not to convert their
     debentures into common stock. The amount had previously been shown under
     current liabilities as convertible debentures.

     h) Notes Payable

     Reclassification of convertible debentures (see g) totaling $31,000

     The Company has recognized an amount of $3,300 as interest due on notes
     payable to debenture holders who had elected not to convert their
     debentures into common stock. This amount has been added to the liability
     under the notes. The amount had previously been shown as part of accrued
     interest.

                                       11

<PAGE>

     i) Accrued Interest

     Reclassification of accrued interest to notes payable (see h) totaling
     $3,300.

     The Company has corrected an error of $6,648 in expensing and accruing
     interest on convertible debentures. This entry has been reversed.

     j) Additional Paid-In Capital

     The Company has reversed the write-off relating to the loss on a
     discontinued business totaling $107,125 and professional fees totaling
     $26,507 for the year ended December 31, 2002 after it was discovered that
     these write-offs had taken place in the financial statements for the year
     ended December 31, 2001.

     Reclassification of convertible debentures (see g) totaling $237,000.

     k) Other Reclassifications

     Management has evaluated the nature of the expenses previously classified
     in the statement of operations and determined that the following
     reclassifications are required:

     Research and development has been reduced by $380,938 with an increase in
     selling, general and administrative expenses.

     Depreciation of $18,081 had been included with selling, general and
     administrative expenses and this has now been reclassed to a separate line
     item.

     Interest expense of $48,170 had been included with selling, general and
     administrative expenses and this has now been reclassed to a separate line
     item.


NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis. The Company has generated minimal revenue since its inception and has
incurred net losses of approximately $2.1 million. The Company's ability to
continue as a going concern is dependent upon its ability to obtain the
necessary financing to meet its obligations and repay its liabilities arising
from normal business operations when they become due, to fund possible
acquisitions, and to generate profitable operations in the future. While the
Company has sustained losses, current shareholders' of the Company have
committed to fund the operational needs of the Company. Additionally, management
plans to continue to provide for its capital requirements by issuing additional
equity securities and debt. The outcome of these matters cannot be predicted at
this time and there are no assurances that if achieved, the Company will have
sufficient funds to execute its business plan or generate positive operating
results.

These matters, among others, raise substantial doubt about the ability of the
Company to continue as a going concern. These financial statements do not
include any adjustments to the amounts and classification of assets and
liabilities that may be necessary should the Company be unable to continue as a
going concern.

                                       12

<PAGE>

NOTE 5 - ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

                                               2002                 2001
                                            -------              -------

Trade receivables                           $   621              $    --
                                            =======              =======


NOTE 6 - LOANS RECEIVABLE

The Company loaned $10,000 to an unrelated organization to provide financing for
the development of a software browser. The loan is non-interest bearing,
non-collateralized and repayable on demand.

The Company loaned $70,000 to an unrelated organization under a bridge financing
agreement. The loan is non-interest bearing, non-collateralized and repayable on
demand.



NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:


                                                 2002                2001
                                               ---------           --------
Computer equipment                             $ 145,980          $ 137,178
Less accumulated depreciation                    (63,760)           (45,680)
                                               ---------           --------

                                               $  82,220          $   91,498
                                               =========          ==========

For the years ended December 31, 2002 and 2001, depreciation totaled $18,081and
$32,230, respectively.



NOTE 8 - NOTES PAYABLE

The Company is obligated to two shareholders for $510,926 advanced to fund
operations. The notes are collateralized by the assets of the Company, bear
interest at 8% per annum and are repayable on demand. During the year ended
December 31, 2002, the Company incurred interest on these notes totaling
$18,035.

The Company has an obligation for money due to three debenture holders totaling
$54,300 who have elected not to convert debentures into common stock. The notes
are non-collateralized, bearing interest at 12% per annum and repayable on
demand.

                                       13

<PAGE>

NOTE 9 - CONVERTIBLE DEBENTURES

During 2002, and 2001 the Company issued convertible debentures in the amounts
of $268,000 and $485,500, respectively. The debentures mature 90 days after
issuance, with interest accruing at the rate of 12% per annum. The 2001 issuance
entitles the holder of each debenture to have the right at anytime before
maturity, to convert the principal and accrued interest into shares of common
stock of the Company at $0.05 per share. During 2002 the holders of the 2001
debenture issuance converted their debentures and associated interest into stock
amounting to $526,549.

The 2002 issuance entitles the holder of each debenture to have the right at
anytime before maturity, to convert the principal and accrued interest into
shares of restricted common stock at 50% of the bid price of the stock. As a
consequence of the latter beneficial conversion feature the discount associated
with the conversion feature reduced the amounts due to the debenture holders to
zero at December 31, 2002. The recorded debt discount was calculated as the
difference between the conversion price and the relative fair value of the
common stock into which the security is convertible.


NOTE 10 - STOCKHOLDERS' EQUITY

In 2001 the Company effected a private placement offering of 481 shares of its
restricted common stock.

Effective November 18, 2001, the Company effectuated a one-for-twenty reverse
stock split. Shares issued and outstanding during 2001 are reflective of the
split.

Effective September 13, 2002, the Company effectuated a one-for-three-hundred
reverse stock split. All share and per share data, is stated to reflect the
split.


NOTE 11 - BUSINESS SEGMENTS

During 2001 the Company operated in multiple business segments. 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
                                ----------    -----------   ----------      -------          ----------
<S>                             <C>            <C>          <C>             <C>              <C>
2001
Net Sales                       $  408,650     $  68,214    $  120,002      $      -         $  597,076
Operating earnings (loss)         (710,863)      (37,543)        7,599        (1,605)           742,412
Depreciation                        32,230            --            --            --             32,230
Total assets                       164,576            --            --            --            164,576
Capital expenditures                84,491            --            --            --                 --
84,491
</TABLE>



                                       14

<PAGE>



Reconciliation to Balance Sheet and Statement of Operations:

                                                          2001
                                                       ---------
Assets
       Corporate                                       $ 164,576
                                                       =========

Operating results
       Totals for reportable segments                  $ (31,549)
        Corporate                                       (710,863)
                                                       ---------

               Total                                   $(742,412)
                                                       =========


As of December 31, 2002 and for the year then ended, the Company operates in
only one segment.




NOTE 12 - RELATED PARTIES

The Company has expensed an amount of $ 150,000 for the salary of the President.
At December 31, 2002 an amount of $120,975 was unpaid and has been accrued.

Consulting services were provided to the Company by two major stockholders.
During the year ended December 31, 2002 the Company issued 34,000 post- split
shares of restricted common stock, valued at $102,000 to two organizations
affiliated with these stockholders.



NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION

                                                           2002          2001
                                                         --------      --------

Supplemental Disclosure of Cash Flow Information:

     Cash paid during the period for interest            $     --      $     --
                                                         ========      ========
     Cash paid during the period for income tax          $     --      $     --
                                                         ========      ========

Non-cash movements affecting investing and
    financing transactions:

     Stock issued for services                           $262,000      $     --
                                                         ========      ========
     Stock issued for convertible debentures             $526,549      $      --
                                                         ========      ========
     Debentures transferred to additional paid
         in capital                                      $237,000      $      --
                                                         ========      ========



                                       15

<PAGE>

NOTE 14 - INCOME TAXES

The provision for federal income taxes as of December 31, 2002 and 2001 consists
of the following:

                                           2002                2001
                                        ----------          ----------
Current (benefit)                       $ (293,667)         $ (252,420)
Valuation allowance                        293,667             252,420
                                        ----------          ----------

                                        $       --          $       --
                                        ==========          ==========


Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the net deferred taxes, at December 2002 and 2001 are as follows:

                                            2002                  2001
                                            ----                 -----

Deferred tax assets:
Net operating loss carryforward          $ (664,231)          $ (370,563)
Valuation allowance                          664,231             370,563
                                         -----------          ----------

                                         $        --          $       --
                                         ===========          ==========


SFAS No. 109 requires a valuation allowance to reduce the deferred tax assets
reported, if any, based on the weight of the evidence, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Management has determined that a valuation allowance of $664,231 and $370,563 at
December 31, 2002 and 2001 respectively, is necessary to reduce the deferred tax
assets to the amount that will more likely than not be realized. The change in
the valuation allowance during the years ended December 31, 2002 and 2001 was
$293,667 and $252,420, respectively.

The Company has incurred net operating losses since inception. At December 31,
2002 and 2001, the Company had a net operating loss carryforward amounting to
approximately $2.1 million and $1.1 million, respectively. Tax losses will begin
expiring in the year 2019.

The federal statutory tax rate reconciled to the effective tax rate during the
years ended December 31, 2002 and 2001, is as follows:

                                                     2002              2001
                                                     ----              ----

Tax at U.S. statutory rate                           35.0 %            35.0 %
State tax rate, net of federal benefits               5.5 %             5.5 %
Change in valuation allowance                       (40.5)%           (40.5)%
                                                  -------           -------

Effective tax rate                                    0.0 %             0.0 %
                                                  -------           -------


                                       16

<PAGE>


NOTE 14 - SUBSEQUENT EVENT

In September 2004, the Company entered into a proposed stock purchase agreement
to purchase all of the outstanding stock of a privately held company engaged in
the business of selling and distributing electronic products.

As of June 15, 2005 the Company paid the deposit called for by the agreement,
but has not satisfied the remaining consideration required by the agreement.

Although the Company's general counsel is of the opinion that a legal
acquisition was consummated, management is currently reviewing the facts and
circumstances to ensure that the acquisition is required to be recorded as a
purchase in accordance with generally accepted accounting principles. At this
time, management cannot predict the outcome of the uncertainty.