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

                                   Form 10-KSB


[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 or other jurisdiction                      (IRS Employer
                of Incorporation)                       Identification No.)

                         1975 E. SUNRISE BLVD. 5TH FLOOR
                        ---------------------------------
            Address of Principal Executive Office (street and number)

                            FORT LAUDERDALE, FL 33304
                          ----------------------------
                            City, State and Zip Code

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

             Securities registered under Section 12(b) of the Act:
             -----------------------------------------------------
                                      None

           Securities to be registered under Section 12(g) of the Act:
           -----------------------------------------------------------
                          Common Stock, par value $.001

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X[   No [ ]

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

         State issuer's revenue for its most recent fiscal year: $330,621.
<PAGE>

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked priced of such stock, as of a specified date within
the past 60 days (See definition of affiliate in Rule12b-2): $1,078,900 as of
March 14, 2003.

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

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

         (Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 1,569,087 shares of common stock as of March 14, 2003.

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

                     FACTORS THAT MAY AFFECT FUTURE RESULTS

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

<PAGE>
                         Video Without Boundaries, Inc.

                                   FORM 10-KSB

                                TABLE OF CONTENTS


                                     PART I

ITEM 1.  Description of Business

ITEM 2.  Description of Property

ITEM 3.  Legal Proceedings

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


                                     PART II

ITEM 5.  Market for Common Equity and Related Stockholder Matters

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


                                    PART III

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

ITEM 10. Executive Compensation

ITEM 11. Security Ownership of Certain Beneficial Owners and Management

ITEM 12. Certain Relationships and Related Transactions

ITEM 13. Exhibits and Reports on Form 8-K


SIGNATURES

<PAGE>

                                     PART I
                                     ------

ITEM 1 - DESCRIPTION OF BUSINESS
--------------------------------

CORPORATE HISTORY

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

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

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

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

         All significant interdivisional transactions and balances have been
eliminated.

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

GENERAL

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

         o        understanding of new Internet and Technology business
                  strategies;

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

         o        experience in various technology product engagements


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


                                        1
<PAGE>

VIDEO WITHOUT BOUNDARIES.COM DIVISIONS

         o        E-BUSINESS SOLUTIONS - www.webodyssey.cc

                  WebODYSSEY was formed in April 2001 to help our clients
                  evaluate and formulate e-business strategies and solutions
                  that will result in a competitive advantage. Our services
                  include Internet strategy formulation, web site design,
                  development, and hosting, e-commerce website design, graphic
                  design and layout, programming, business-to-business services,
                  quantitative market research, competitive analysis, business
                  process design and implementation, delivery of streaming video
                  and multimedia, Intranet/Extranet, and domain services. An
                  example of a Video Without Boundaries e-business solution is
                  the strategy, development, design, streaming video, and
                  corporate identity for Advantage Diabetic Care, including
                  streaming product videos for pharmaceutical manufacturers,
                  Medicare and insurance invoicing, and integration with the
                  company's IBM AS400 system and Medicare architectures. Odyssey
                  Advertising, the Company's advertising and marketing division
                  was merged with WebODYSSEY in September 2002 to facilitate a
                  more simple approach to offering our clients full service.
                  Sales revenues at the Odyssey Advertising group were
                  decreasing so the net affect on Company revenue was neglible
                  but the General and Administrative savings were positive.

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

         o        STREAMING VIDEO TECHNOLOGY - www.videowithoutboundaries.com

                  In October 2001 Video Without Boundaries.com formed its
                  Streaming Video Technology Division. Simply Streaming is a
                  streaming media group that enables companies to efficiently
                  and cost-effectively prepare videos for web distribution by
                  encoding and compressing them in a way that ensures reliable
                  high quality streaming broadcasts on their corporate web
                  sites.

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

                                        2
<PAGE>

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

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


         o       INTERNET MORTGAGE BANKING - www.valumortgages.com

                  In January 2001, Video Without Boundaries created its
                  ValuMORTGAGES.com group. There were no significant startup
                  costs and no related commitments when we established this
                  group because the Company used existing internal resources.

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

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

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

STRATEGY

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

                                        3
<PAGE>

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

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

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

CLIENTS

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

         No client accounted for more than 10% of Video Without Boundaries
revenues in 2002 or 2001. Although, Video Without Boundaries does not believe
that it will derive a significant portion of its revenues from a limited number
of clients, there is a risk that it may do so since many of the Companies
products are new and more difficult to sell. Any cancellation, deferral or
significant reduction in work performed for clients or a significant number of
smaller clients could have a material adverse affect on Video Without Boundaries
business, financial condition and results of operations.

SALES AND MARKETING

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

         Our marketing strategy is to promote and enhance our brand by
participating in targeted industry conferences and seminars, engaging in a
public relations campaign. This strategy is designed to strengthen our brand
name and generate new clients by increasing the awareness of our brand with high
quality comprehensive converging digital media on demand, enhanced home
entertainment and emerging interactive consumer electronics companies. As
previously mentioned, the sales and marketing of our products and services is
dependent on the company to continue to raise capital and grow revenues.

         We believe that establishing and maintaining a good reputation and name
recognition is critical for attracting and expanding our customer base. We also
believe that the importance of product acceptance and market validation will
increase due to the growth in the converging digital media on demand, enhanced
home entertainment and emerging interactive consumer electronics markets. If the
various product markets and customers do not perceive our products and services
to be effective or of high quality, our brand name and reputation could be
materially and adversely affected.

                                        4
<PAGE>


COMPETITION

         Many of Video Without Boundaries competitors have longer operating
histories, larger client bases, longer relationships with clients, greater brand
or name recognition and significantly greater financial, technical, marketing
and public relations resources. Several of these competitors may provide or
intend to provide a broader range of products and services than Video Without
Boundaries. Furthermore, greater resources may enable a competitor to respond
more quickly to new or emerging technologies and changes in customer
requirements and to devote greater resources to the development, promotion and
sale of its products and services than we can. In addition, competition may
intensify in the converging digital media on demand, enhanced home entertainment
and emerging interactive consumer electronics markets by major companies which
could have an adverse on Video Wouthout Boundaries.

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

Employees
---------

         The Company employs a total of 5 on a full-time and part-time basis.
None of the employees belong to a union and the Company has not experienced any
work stoppages. The Company believes that its labor relations are satisfactory.

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

ITEM 2 - DESCRIPTION OF PROPERTY
--------------------------------

         The Company's corporate office is currently located at 1975 E. Sunrise
Blvd. 5th Floor Ft. Lauderdale, FL 33304. Pursuant to a written lease, the
Company leases approximately 600 square feet at an annual rent of $7,200. The
lease is for a term of 1 year.

ITEM 3.  LEGAL PROCEEDINGS.
---------------------------

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

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

         No matters were submitted to a vote of the security holders of the
Company during the fourth quarter of the fiscal year which ended December 31,
2002.

                                     Part II
                                     -------

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

         The Company's Common Stock trades in the over-the-counter market under
symbol VDWB on the OTC Electronic Bulletin Board. There was no trading in the


                                        5
<PAGE>

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.

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

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

OVERVIEW

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

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

                                        6
<PAGE>

         o        E-BUSINESS SOLUTIONS - www.webodyssey.cc

                  In April 2001, Video Without Boundaries expanded its Odyssey
                  Advertising group and created WebODYSSEY. There were no
                  significant startup costs and no related commitments when we
                  established this group because the Company used existing
                  internal resources.


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

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

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


         o       INTERNET MORTGAGE BANKING - www.valumortgages.com

                  In January 2001, Video Without Boundaries created its
                  ValuMORTGAGES.com group. There were no significant startup
                  costs and no related commitments when we established this
                  group because the Company used existing internal resources.

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

                                        7
<PAGE>

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

         ValuMortgages.com division has ceased operations effective December 31,
2002 because the company financial net worth was not sufficient to renew its
State of Florida Mortgage License. The company is in negotiations to sell the
assets of this division.

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

         In addition, because a proportion of Video Without Boundaries' expenses
is relatively fixed, a variation in the number of client engagements can cause
significant variations in operating results from quarter to quarter.

         Video Without Boundaries' projects vary in size and scope; therefore, a
client that accounts for a significant portion of Video Without Boundaries'
revenues in one period may not generate a similar amount of revenue in
subsequent periods. No client accounted for more than 10.0% of Video Without
Boundaries' revenues in the period ended December 31, 2002.

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

Quarter-to-quarter fluctuations in margins

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

..  the number of client engagements undertaken or completed;

..  a change in the scope of ongoing client engagements;

..  seasonality;

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

..  the number of days during the quarter;

..  marketing and business development expenses;

..  pricing changes; and

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

         The Company expects these trends to continue.


                                        8
<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 $330,621 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 98.8%
for 2002. This increase in gross margin is due to a one time consulting contract
with a customer. The current margin is not indicative of past margins nor
anticipated future margin.

GENERAL AND ADMINISTRATIVE

         General and administrative expense includes personnel costs,
administrative expenses, general office expenses, depreciation expenses,
advertising costs, and professional fees. General and administrative expenses
were $715,651 representing 216% as a percentage of revenue for the year ended
December 31, 2002 compared to $733,276 representing 122% as a percentage of
revenue for the year ended December 31, 2001. The increase in general and
administrative expenses as a percentage of revenue was a result of company
investment in the development of new products and services.

         Net cash used in operating activities was $1,228,366 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 $1,218,285 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 ($856,435) 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.


                                        9
<PAGE>

                                    Part III
                                    --------

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

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

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

         V. Jeffrey Harrell, age 37, is the Chairman of the Board, President,
CEO, and Secretary of the Company. Mr. Harrell has held these positions since
December 1999. Prior to joining Video Without Boundaries, Mr. Harrell was
employed by Southeast Bankers Mortgage Corp. as Vice President of Sales from
December 1998 to January 1999, and before that he served as Vice President of
Kensington-Ashworth Financial Group, Inc. from March 1994 to January 1998.

ITEM 10 - EXECUTIVE COMPENSATION
--------------------------------

         The Company paid the following salaries to its executives:

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

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

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

         As of December 31, 2002, the Company had 119,087 shares of its Common
Stock issued and outstanding. The following table sets forth, as of December 31,
2002, the beneficial ownership of the Company's Common Stock (i) by the only
persons who are known by the Company to own beneficially more than 5% of the
Company's Common Stock; (ii) by each director of the Company; and (iii) by all
directors and officers as a group.

                  Name and                      Amount
                  Address of                      of
Title of          beneficial                   beneficial         Percent of
Class             owner                          owner              class
-----             -----                          -----              -----
Common           V. Jeffrey Harrell              3,440               2.8%
                 PO Box 30057
                 Ft. Lauderdale, FL 33303

                                       10
<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.

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

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

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

<S>      <C>
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)

99.1     CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
</TABLE>

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


                                       11
<PAGE>



                                   Signatures


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

                                      VIDEO WITHOUT BOUNDARIES, INC.



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



                                      Date: April 11, 2003


                                       12
<PAGE>
                                 CERTIFICATIONS

         I, V. Jeffrey Harrell certify that:

         1. I have reviewed this annual report on Form 10-K of Video Without
Boundaries, Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this annual report (the "Evaluation Date"); and

                  c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant' ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

April 11, 2003                            V. Jeffrey Harrell
                                          -------------------------------------
                                          President and Chief Executive Officer

                                       13
<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, 2002 and the related statements of
operations, shareholders' equity, and cash flows for the year ended December 31,
2002. 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, 2002 and the results of its operations and
cash flows for the year ended December 31, 2002, 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

April 10, 2003


                                       F-1
<PAGE>


                         VIDEO WITHOUT BOUNDARIES, INC.
                                 Balance Sheets
                                   December 31


                                                         2002            2001
                                                     -----------    -----------
Assets
Current assets:
  Cash                                               $    12,047    $    22,128
  Accounts receivable                                $       621    $         0
  Deposit Neon Tech                                  $    10,000             --
                                                     -----------    -----------
  Total current assets                               $    22,668    $    22,128

Fixed assets:
  Property and equipment                             $    66,006    $    91,498
                                                     -----------    -----------
  Net fixed assets                                   $    66,006    $    91,498

Other assets                                                  --    $    50,950
Deposit CAC Media                                    $    70,000             --
Investment Cornerstone Entertainment                 $   210,871             --
International Consortium                             $    25,000             --
                                                     -----------    -----------
  Total other assets                                 $   305,871    $    50,950

  Total assets                                       $   394,545    $   164,576
                                                     ===========    ===========


Liabilities and owner's equity
Current liabilities:
  Accounts payable                                   $    85,375    $   169,424
  Due To Shareholders                                $   763,780    $   209,686
  Interest Payable                                   $     9,948    $         0
  Notes Payable                                      $    20,000    $         0
  Other                                              $         0    $         0
  Convertible Debentures                             $   268,000    $   485,500
                                                     -----------    -----------
  Total current liabilities                          $ 1,147,103    $   864,610


Shareholders Equity
  Common stock-par value $.001, 50,000,000 shares
    authorized, 119,087 issued and outstanding
    at December 31, 2002 and 828,557 at
    December 31, 2001                                $       119    $       829
  Additional paid -in capital                        $ 1,415,770    $   430,379
  Deficit                                            $(2,168,447)   $(1,131,242)
                                                     -----------    -----------
  Total owner's equity                               $  (752,558)   $  (700,034)

Total liabilities and stockholders' equity           $   394,545    $   164,576
                                                     ===========    ===========


    The accompanying notes are an integal part of these financial statements


                                       F-2
<PAGE>


                         VIDEO WITHOUT BOUNDARIES, INC.

                            STATEMENTS OF OPERATIONS
                           For years ended December 31

                                                     12/31/02        12/31/01
                                                   ------------    ------------

Revenues                                           $    330,621    $    597,076

Costs of Sales                                     $      3,921    $    428,212
                                                   ------------    ------------

              Gross Profit                         $    326,700    $    168,864

Selling,General, and Administrative Expenses       $    715,651    $    733,276
Research and Development                           $    427,000    $    178,000
Loss on Discontinued Business                      $    107,125              --
                                                   ------------    ------------
                                                   $  1,249,776    $    911,276

              Net Loss                             $   (923,076)   $   (742,412)
                                                   ============    ============


Basic Loss Per Share                               $      (7.75)   $      (0.98)
                                                   ============    ============
Diluted Earnings Per Share                         $      (7.75)   $      (0.07)
                                                   ============    ============

Weighted-average common shares outstanding
Basic                                                   119,057         756,404
                                                   ============    ============
Diluted                                                 119,573      10,466,404
                                                   ============    ============


                                       F-3
<PAGE>

                         VIDEO WITHOUT BOUNDARIES, INC.

                        STATEMENT OF SHAREHOLDERS' EQUITY
                 March 19, 1999 (Inception) to December 31, 2002
<TABLE>
<CAPTION>

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

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

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

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

Purchase of September Project II, Corp                                                          $  (175,000)

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

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

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

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

Stock issued for services                                             184,250    $       184    $     3,501
                                                                  ===========    ===========    ===========    ===========

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

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

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

Reverse Split 1 for 20                                               (787,130)   $      (787)

Stock Issued For Services                                                  75    $         7    $   492,450

Stock Issued For Convertible Debenture                                 94,866    $       242    $   492,940

Reverse Split 1 for 300                                               (17,281)   $      (172)

Dividend Cornerstone Entertainment                                                                             $  (114,129)

(Loss) For The Year Ended December 31,2002                                                                     $  (923,076)
                                                                  -----------    -----------    -----------    -----------

                                    Balance December 31,2002          119,087    $       119    $ 1,415,769    $(2,168,447)
</TABLE>

    The accompanying notes are an integal part of these financial statements

                                       F-4
<PAGE>

                         VIDEO WITHOUT BOUNDARIES, INC.

                            STATEMENTS OF CASH FLOWS
                           For years ended December 31
<TABLE>
<CAPTION>

                                                                       12/31/02      12/31/01
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Cash flows from operating activities
     Net (loss)                                                      $  (923,076)   $  (742,412)
     Adjustments to reconcile net (loss) to net cash (
       used) by operating activities
            Stock issued for services and acquired companies         $         7             --
            Depreciation                                             $    34,294    $    32,230
            Decrease (increase) in accounts receivable               $      (621)   $   275,534
            Decrease (Increase) in inventories                       $   112,454
            (Increase) in other Assets                               $  (254,921)   $   (42,101)
            Increase (Decrease) in accounts payable                  $   (84,049)   $  (210,751)
                                                                     -----------    -----------
                         Total Adjustments                           $  (305,290)   $   167,366

                         Net cash (used) by operating activities     $(1,228,366)   $  (575,046)

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

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

Cash flows from financing activities
            Loan from shareholder                                    $   554,094    $   138,686
            Sale of common stock                                     $   427,191    $    25,600
            Convertible Debentures                                   $   237,000    $   485,500

                         Net cash provided by financing activities   $ 1,218,285    $   649,786

Net change in cash                                                   $   (10,081)   $    (9,751)

Cash - beginning                                                     $    22,128    $    31,879

Cash - end                                                           $    12,047    $    22,128
                                                                     ===========    ===========

Supplemental disclosures of cash flow information:
                                       Interest paid                 $        --    $        --
                                                                     ===========    ===========
                                       Taxes paid                    $        --    $        --
                                                                     ===========    ===========
</TABLE>

                                       F-5
<PAGE>


                         VIDEO WITHOUT BOUNDARIES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

Note 1. Nature of Business

         Video Without Boundaries 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, and its subsidiaries, are leading
suppliers 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. All prior segments in 2001 were discontinued.

         A. The accompanying financial statements have been prepared on the
going concern basis, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The Company has
incurred a loss of ($923,076) for the current year, and has a working capital
deficiency of $836,435 at December 31, 2002. Such factors raise substantial
doubt about the ability of the Company to continue as a going concern.
Continuation of the Company as a going concern is dependent on the Company's
ability to attain profitable operations and/or obtain additional financing. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

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

Note 2. Summary of Significant Accounting Policies-Continued

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


                                       F-6
<PAGE>


Revenues
         The Company recognizes revenues as follows:

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

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

Use of Estimates

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

Property and Equipment

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

         Property and equipment at December 31, 2002 and December 31, 2001
consist of:

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

         Computer equipment                           $ 118,294     $ 109,491
         Furniture and fixtures                          27,687        27,687
                                                      ---------     ---------
                                                        145,981       137,178
         Less: Accumulated Depreciation                 (79,974)      (45,680)
                                                      ---------     ---------
                                                      $  66,007     $  91,498
                                                      =========     =========

Note 2. Summary of Significant Accounting Policies-Continued

(Loss) Per Share

         ($7.75)Basic (loss) per share equals net (loss) divided by the weighted
average shares outstanding during the period. Fully diluted shares assumes the
convertible debentures were converted into 9,710,000 shares of common stock.

         Leases-The Company's operating facilities are leased for twelve months
on Feb 7, 2003 thru March 2004, for an annual rent of approximately $9,900.
Prior rent was under month-to-month arrangements for approximately $1,100
monthly.

         Due to Shareholder- The Company obtained loans from two shareholders
totaling $554,094. The note is payable on demand with interest on the unpaid
principal at the rate of 8.0% per annum. The balance of loans outstanding was
$763,780 at December 31, 2002 and $209,686 at December 31, 2001.


                                       F-7
<PAGE>


Note 4. Income taxes

         At December 31, 2002 the Company had net operating loss carry forward
of approximately $2,054,318 which expires thru 2022. The deferred benefit of the
net operating loss carry forward has been fully reserved for due to the
uncertainty of the timing of its recognition.

         At December 31, 2002, there are no items that give rise to deferred
income taxes.

Note 5. Shareholders' Equity

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

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

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

         In 2001 the Company sold convertible debentures totaling $485,500
interest on the outstanding principal shall accrue at the rate of 12% per annum.
Holder may elect on maturity to collect the outstanding principal in shares of
common stock at the rate of $0.05 per share. Subsequent to the balance sheet
date all of the debentures were converted into common stock. In 2002 the company
sold convertibles debentures totaling 268,000. Interest on the outstanding
principal share accrue at the rate of 12% per am mum. Holder may elect to
collect the outstanding principal in shares of common stock at the rate of 50%
of the bid price on conversion.

Note 6. Business Segments

         The Company is organized as one business entity (See Note 1).
Summarized financial information concerning the Company 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>

-----------------------------------------    ----------------------------------------
2002                             Total       2001                           Total
-----------------------------------------    ----------------------------------------

<S>                             <C>          <C>                           <C>
Net Sales                     $  330,621     Net Sales                     $ 597,077
-----------------------------------------    ----------------------------------------
Operating earnings (loss)      (923,076)     Operating earnings (loss)      (742,412)
-----------------------------------------    ----------------------------------------
Depreciation                      32,230     Depreciation                     31,730
-----------------------------------------    ----------------------------------------
Total Assets                     394,545     Total Assets                    104,576
-----------------------------------------    ----------------------------------------
Capital Expenditures               8,903     Capital Expenditures             84,491
-----------------------------------------    ----------------------------------------
</TABLE>

                                       F-8
<PAGE>

Reconciliation to Balance Sheets and Statements of Operations:

                                                         2002            2001
                                                      ---------       ---------
Assets
       Corporate                                        394,545         164,576
                                                      ---------       ---------
             Total                                    $ 394,545       $ 164,576
                                                      =========       =========

Operating results
       Totals for reportable segments                        --       $ (31,549)
       Corporate                                       (923,076)       (710,863)
                                                      ---------       ---------
             Total                                    ($923,076)      ($742,412)
                                                      =========       =========

Note 7. Subsequent Events

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


                                       F-9