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

                                 FORM 10-KSB/A2

[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/A2") to include the 2001 auditor's report and
certifications, which were inadvertently not filed with the Form 10-KSB/A as
previously filed on June 22, 2005. This Amended Form 10-KSB/A as amended also
reflects restatements of the previously filed audited financial statements as a
result of a bad debt provision, changes in Item 8A, and to conform disclosure to
current Form 10-KSB requirements.

FACTORS THAT MAY AFFECT FUTURE RESULTS

This Form 10-KSB/A, as amended, 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, as
amended, 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.

                                       2
<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") 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.

The Company 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, the Company 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 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 was headquartered at 1975 E.
Sunrise Blvd. 5th Floor, Fort Lauderdale, FL 33304 as of December 31, 2002.

GENERAL

As of December 31, 2002, the Company 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. 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 the Company's 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.

                                       3
<PAGE>

THE COMPANY 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 the Company's 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 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 October 2001 the Company 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 the Company 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 the Company 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, the Company becomes a
                  one-stop shop for businesses to develop and enhance their
                  corporate websites and identities.

                  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.

                                       4
<PAGE>

         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.

                  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. The
                  Company does not have a warehouse line, does not fund loans
                  with Company money, and is not 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.

                  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

As of December 31, 2002, the Company 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, the Company has redirected its
limited human and capital resources towards its most profitable products and
services, while reducing its exposure to unprofitable markets.

As of December 31, 2002, 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, the Company 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 the Company'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.

As of December 31, 2002, the Company is attempting to enter the converging
digital media on demand, enhanced home entertainment and emerging interactive
consumer electronics markets. The Company 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 the


                                       5
<PAGE>

Company's 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

The Company has focused and will continue to focus on long-term relationships
with our clients that will range from retail consumers to small, medium, and
large business customers. If clients terminate existing agreements or if the
Company 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 the Company revenues in 2002 or 2001.
Although, the Company does not believe that it will derive a significant portion
of its revenues from a limited number of clients in the future, 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 the Company business, financial condition and results
of operations.

SALES AND MARKETING

As of December 31, 2002, 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 the Company 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 the Company. 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 the
Company.

As of December 31, 2002 the Company 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


                                       6
<PAGE>

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

As of December 31, 2002, 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.

SUBSEQUENT EVENT

On August 11, 2004 (with an effective date of June 1, 2004 ) the Company entered
into a stock purchase agreement with the sole shareholder of a privately-held
company engaged in the business of selling and distributing electrical products.
The principal terms of the agreement provide for the Company to acquire all of
the issued and outstanding shares of the acquired entity for a purchase price of
$1,500,000 plus the issuance of 1,000,000 restricted common stock shares in the
acquiring entity. Additional considerations included in this stock purchase
agreement require the Company to collateralize an existing line of credit in the
amount of $2,500,000 as well as retain the services of the selling shareholder,
pursuant to a consulting agreement dated August 11, 2004, for a term consistent
with the fulfillment of the stock purchase agreement. The Company, at time of
closing, gave their initial deposit of $350,000, but has defaulted on the
remaining balance due and is also in default of the collateralization provision.
Currently, management is negotiating with the seller in an attempt to cure the
default. In the event that a resolution of the default is not successful then
the acquisition will be rescinded and the deposit forfeited. Management believes
that this would have a material adverse effect on the Company's financial
statements. In addition, previously filed financial statements reflecting
consolidated operations would require restatement.

ITEM 2.  DESCRIPTION OF PROPERTY

As of December 31, 2002, the Company's corporate office was located at 1975 East
Sunrise Blvd., 5th Floor, Fort Lauderdale, FL 33304. Pursuant to a written
lease, the Company leased 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.

As of December 31, 2002, the Company's common stock traded 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.

                                       7
<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/A, as amended.

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.

As of December 31, 2002, 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 the Company's 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


                                       8
<PAGE>

                      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. The Company does not have a warehouse line, does
                      not fund loans with Company money, and is not 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. The Company's services and products are provided on
both a fixed-time, fixed-price basis and on a time and material basis.
Historically, the Company has not operated on a retainer basis; however, in the
future, the Company 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 fluctuations to continue.


                                       9
<PAGE>

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
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.

SUBSEQUENT EVENT

On August 11, 2004 (with an effective date of June 1, 2004 ) the Company entered
into a stock purchase agreement with the sole shareholder of a privately-held
company engaged in the business of selling and distributing electrical products.
The principal terms of the agreement provide for the Company to acquire all of
the issued and outstanding shares of the acquired entity for a purchase price of
$1,500,000 plus the issuance of 1,000,000 restricted common stock shares in the
acquiring entity. Additional considerations included in this stock purchase
agreement require the Company to collateralize an existing line of credit in the
amount of $2,500,000 as well as retain the services of the selling shareholder,
pursuant to a consulting agreement dated August 11, 2004, for a term consistent
with the fulfillment of the stock purchase agreement. The Company, at time of
closing, gave their initial deposit of $350,000, but has defaulted on the
remaining balance due and is also in default of the collateralization provision.
Currently, management is negotiating with the seller in an attempt to cure the
default. In the event that a resolution of the default is not successful then
the acquisition will be rescinded and the deposit forfeited. Management believes
that this would have a material adverse effect on the Company's financial
statements. In addition, previously filed financial statements reflecting
consolidated operations would require restatement.

ITEM 7.  FINANCIAL STATEMENTS

The Company's financial statements and the notes thereto appear after the
Signature page and are numbered F-1 thru F-18.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

None

ITEM 8A. CONTROLS AND PROCEDURES

The Company's principal executive, financial and accounting officer evaluated
the effectiveness of the design and operation of the Company's disclosure
controls and procedures as of the end of the period covered by this annual
report, as amended. Based on the evaluation, such person concluded that the
Company's disclosure controls and procedures as of the end of the period covered
by this annual report, as amended, have been designed and are functioning
effectively to provide reasonable assurance that the information required to be


                                       10
<PAGE>

disclosed by the Company in reports filed under the Securities Exchange Act of
1934, is recorded, processed, summarized and reported within the time period
specified in the SEC's rules and forms. There have been no changes in our
internal controls or in other factors that could significantly affect internal
controls that occurred during the fiscal year ending December 31, 2002, except
as follows; subsequent to the audit of the fiscal year ending December 31, 2002,
the Company has retained the services of two consultants with substantial
auditing, accounting and business experience. Their services are expected to
enhance our controls and procedures as we begin to maintain and ship products.
The Company believes that a control system, no matter how well designed and
operated, cannot provide absolute assurance that all control issues and
instances of fraud, if any, within a company have been detected.

ITEM 8B.

Not applicable.

PART III

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

Directors and Executive Officers as of December 31, 2002. The following are the
Directors and Executive Officers 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 37, is the Chairman of the Board, President, CEO,
Principal Financial and Accounting Officer, and Secretary of the Company and has
held these positions since December 1999. Mr. Harrell joined the Company from
the financial services industry where he worked as Vice President and partner.
Previously he worked as Director of IT and Cost Accountant for two major
manufacturers.

No director, officer, affiliate or promoter of the Company has within the past
five years been subject to any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time, been
convicted in or been the subject of any pending criminal proceedings (excluding
traffic violations and other minor offenses), been the subject of any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting such person's involvement in any type of
business, securities or banking business, or been found by a court of competent
jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended, or vacated.

ITEM 10. EXECUTIVE COMPENSATION

The Company paid the following salaries to its executive:

                                             2000        2001        2002
                                             ----        ----        ----
V. Jeffrey Harrell,                         $33,148     $32,600     $29,025
Chairman of the Board, President, CEO,
Principal Accounting & Financial Officer

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 ADDRESS OF          AMOUNT OF         PERCENT OF
TITLE OF CLASS        BENEFICIAL OWNER       BENEFICIAL OWNER       CLASS
--------------      -------------------      ----------------     ----------
Common            V. Jeffrey Harrell              3,440              2.8%
                  PO Box 30057
                  Fort Lauderdale, FL 33303


                                       11
<PAGE>

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.

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

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

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)

31.1     Certifications of Jeffrey Harrell, Chief Executive Officer, President,
         and Principal Financial and Accounting Officer

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

                                       12
<PAGE>

                                    SIGNATURE

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, Financial and
                                       Accounting Officer, and Director

Date: August 31, 2005

                                       13


<PAGE>
                         VIDEO WITHOUT BOUNDARIES, INC.



                              FINANCIAL STATEMENTS


                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                    CONTENTS


                                                                         PAGE
                                                                         ----

Report of Independent Registered Public Accounting Firm...............   F-2

Independent Auditor's Report..........................................   F-3

Financial Statements:

  Balance Sheets......................................................   F-4

  Statements of Operations............................................   F-5

  Statement of Stockholders' Deficit..................................   F-6

  Statements of Cash Flows............................................   F-7

  Notes to Financial Statements.......................................F-8 - F-18


                                      F-1
<PAGE>

                              BAUM & Company, P.A.
                        1515 University Drive, Suite 209
                          Coral Springs, Florida 33071

                          Independent Auditor's Report

Board of Directors
Video Without Boundaries, Inc.
888 Las Olas Boulevard, Suite 710
Ft. Lauderdale, Florida 33301

We have audited the accompanying balance sheet of Video Without Boundaries, Inc.
as of December 31, 2002 and the related stat6ements of stockholders' (deficit),
operations and cash flows for the year ended December 31, 2002. These financial
statements are the responsibility of the Company' management. Our responsibility
is to express an opinion on these financial statements based on our audit. The
financial statements of Video Without Boundaries, Inc. as of December 31, 2001
were audited by other auditors whose report dated June 17, 2002, expressed an
unqualified opinion on those statements.

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
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the 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 it's operations and its cash flows
for the year ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.

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 has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 4. The financials 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 stockholders' (deficit), operations, and cash
flows have been restate to reflect the proper accounting for certain
transactions which took place during the year ended December 31, 2002.

                                                /s/ Baum & Co.

Baum & Company, P.A.
Coral Springs, Florida
August 31, 2005

                                      F-2
<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 the related statements of
operations, shareholders' equity, and cash flows for the year ended December 31,
2001. 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 the results of its operations and
cash flows for the year ended December 31, 2001, 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-3
<PAGE>
                         VIDEO WITHOUT BOUNDARIES, INC.
                                 BALANCE SHEETS
                                   DECEMBER 31
<TABLE>
<CAPTION>
                             ASSETS

                                                                                 2002             2001
                                                                              ------------     -----------
                                                                              Restated (1)
<S>                                                                           <C>              <C>
 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, net of provision for bad debts of $70,000 and $-0-
              in 2002 and 2001, respectively                                       10,000               --
                                                                              -----------      -----------

         Total current assets                                                      22,668           22,128
                                                                              -----------      -----------


  Property and equipment, net                                                      82,220           91,498
                                                                              -----------      -----------

 Other assets                                                                          --           50,950
                                                                              -----------      -----------

         Total assets                                                         $   104,888      $   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                                                     (2,185,944)      (1,131,242)
                                                                              -----------      -----------

         Total stockholders' deficit                                             (666,687)        (700,034)
                                                                              -----------      -----------

         Total liabilities and stockholders' deficit                          $   104,888      $   164,576
                                                                              ===========      ===========
</TABLE>
----------
(1) See note 3 - restatement of financial statements

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

                                      F-4
<PAGE>
                         VIDEO WITHOUT BOUNDARIES, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                                 2002            2001
                                             ------------     -----------
                                             Restated (1)
<S>                                          <C>              <C>
Sales                                        $     5,621      $   597,076

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

         Gross profit                              1,700          168,864


Operating expenses:
     Selling, general and administrative         950,737          684,271
     Depreciation                                 18,081           32,230
     Research and development                     46,062          178,000
     Interest                                     41,522           16,775
                                             -----------      -----------

                                               1,056,402          911,276
                                             -----------      -----------

Net loss                                     $(1,054,702)     $  (742,412)
                                             ===========      ===========



Basic and fully diluted loss per share       $    (17.31)     $   (317.54)
                                             ===========      ===========


Weighted-average number of shares
     used in computing per share amounts          60,925            2,338
                                             ===========      ===========
</TABLE>

(1) See note 3 - restatement of financial statements

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

                                      F-5
<PAGE>
                         VIDEO WITHOUT BOUNDARIES, INC.
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                  Restated (1)
<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 for loans receivable                          1,667               1          24,999              --           25,000

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

Net loss for the year                                         --              --              --      (1,054,702)      (1,054,702)
                                                         -------           -----     -----------     -----------       ----------

Balance December 31, 2002                                119,087             119       1,519,138      (2,185,944)        (666,687)
                                                         =======           =====     ===========     ===========       ==========
</TABLE>

(1) See note 3 - restatement of financial statements

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

                                      F-6
<PAGE>
                         VIDEO WITHOUT BOUNDARIES, INC.
                            STATEMENTS OF CASH FLOWS
                         FOR THE YEARS ENDED DECEMBER 31
<TABLE>
<CAPTION>
                                                                                   2002              2001
                                                                                ------------     -----------
                                                                                Restated (1)
<S>                                                                             <C>              <C>
Cash flows from operating activities:
    Net loss                                                                    $(1,054,702)     $  (742,412)
    Adjustments to reconcile net loss to net cash
        used in operating activities:
            Depreciation                                                             18,081           32,230
            Bad debts                                                                95,000               --
            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>

(1) See note 3 - restatement of financial statements

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

                                      F-7
<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.

                                      F-8
<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."


                                      F-9
<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 Company determined that the previously filed audited financial statements
for the year ended December 31, 2002, contained errors that required
restatement, and on June 22, 2005, the Company filed restated financial
statements. Subsequent to this filing, management determined that a provision
for bad debts relating to a certain note receivable should be set-up. Because of
the materiality of the provision management is filing this restated financial
statement dated August 31, 2005. The components of the restatements are
explained within the following table which has been segmented as "Restate (1)"
which reflects the changes shown on the June 22, 2005 filing and "Restate (2)"
which reflects the correction to the current financial statement.

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 (12) bad debt provision for
loan receivable.

The components of the restatement are explained in the notes below the table.
<TABLE>
<CAPTION>

                                                                      As filed        Restate(1)   Restate(2)      Restated
                                                                      --------        ----------   ----------      --------
<S>                                                                   <C>          <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)           --             --
  Loans receivable (l)                                                    80,000             --       (70,000)        10,000
  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) (l)                 (2,168,447)        52,503       (70,000)    (2,185,944)
</TABLE>

                                      F-10
<PAGE>

<TABLE>
<CAPTION>

                                                                      As filed        Restate(1)   Restate(2)       Restated
                                                                      --------        ----------   ----------       --------
<S>                                                                   <C>          <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       70,000         950,737
                                      (j) (k) (l)
  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)     (70,000)     (1,054,702)
  Basic and fully diluted loss per share                                  (15.15)         (1.01)       (1.15)         (17.31)
</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.

                                      F-11
<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.

                                      F-12
<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.

                                      F-13
<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. A bad debt provision was made against this receivable at December 31,
2002.

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.

                                      F-14
<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>


                                      F-15
<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
<TABLE>
<CAPTION>

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

<S>                                                                 <C>          <C>
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   $       --
                                                                     ===========   ==========
</TABLE>

                                      F-16
<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%
                                                             ====         ====

                                      F-17
<PAGE>


NOTE 15 - SUBSEQUENT EVENT

On August 11, 2004 (with an effective date of June 1, 2004 ) the Company entered
into a stock purchase agreement with the sole shareholder of a privately-held
company engaged in the business of selling and distributing electrical products.
The principal terms of the agreement provide for the Company to acquire all of
the issued and outstanding shares of the acquired entity for a purchase price of
$1,500,000 plus the issuance of 1,000,000 restricted common stock shares in the
acquiring entity. Additional considerations included in this stock purchase
agreement require the Company to collateralize an existing line of credit in the
amount of $2,500,000 as well as retain the services of the selling shareholder,
pursuant to a consulting agreement dated August 11, 2004, for a term consistent
with the fulfillment of the stock purchase agreement. The Company, at time of
closing, gave their initial deposit of $350,000, but has defaulted on the
remaining balance due and is also in default of the collateralization provision.
Currently, management is negotiating with the seller in an attempt to cure the
default. In the event that a resolution of the default is not successful then
the acquisition will be rescinded and the deposit forfeited. Management believes
that this would have a material adverse effect on the Company's financial
statements. In addition, previously filed financial statements reflecting
consolidated operations would require restatement.


                                      F-18