<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

  [X]     Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
          Exchange Act of 1934 for the period ended December 31, 2001

  [ ]     Transition report under Section 13 or 15(d) of the Exchange Act for
          the transition period from ________ to ________

                        Commission file number: 000-30805


                            WORLDWIDE PETROMOLY, INC.
        (Exact name of small business issuer as specified in its charter)


              Colorado                                84-1125214
      (State of Incorporation)            (I.R.S. Employer Identification No.)


                             12600 Deerfield Parkway
                                    Suite 100
                            Alpharetta, Georgia 30004
                    (Address of principal executive offices)

                                 (678) 762-3295
                (Issuer's telephone number, including area code)



Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

<TABLE>
<CAPTION>
             Class                              Outstanding at February, 2002
             -----                              -----------------------------
<S>                                             <C>
    Common Stock, no par value                           163,273,031
</TABLE>


Transitional Small Business Disclosure Format:        Yes [ ]        No [X]



<PAGE>


                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
PART I -     FINANCIAL INFORMATION.................................................1

ITEM 1.      FINANCIAL STATEMENTS..................................................1

             CONSOLIDATED BALANCE SHEET............................................1

             CONSOLIDATED STATEMENTS OF OPERATION..................................2

             CONSOLIDATED STATEMENTS OF CASH FLOWS.................................3

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS............................4

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
             OPERATIONS AND FINANCIAL CONDITION....................................7

             FORWARD LOOKING STATEMENTS............................................7

             OVERVIEW AND RESULTS OF OPERATIONS....................................7

             TWELVE MONTH BUSINESS OUTLOOK.........................................8

             OPERATING EXPENSES AND CAPITAL EXPENDITURES...........................8

             SOURCE OF REVENUE.....................................................9

             DISPOSITION OF ASSETS................................................10

             OPERATING LOSSES.....................................................10

             LIQUIDITY AND CAPITAL RESOURCES......................................10

PART II      - OTHER INFORMATION..................................................11

ITEM 1.      LEGAL PROCEEDINGS....................................................11

ITEM 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS............................11

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES......................................11

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................11

ITEM 5.      OTHER INFORMATION....................................................11

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K.....................................12

             SIGNATURES...........................................................13
</TABLE>


                                      -i-
<PAGE>
PART I - FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS

                            WORLDWIDE PETROMOLY, INC.
                          D/B/A SMALL TOWN RADIO, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                          December 31, 2001     September 30, 2001
              ASSETS                                         (Unaudited)           (Unaudited)
                                                          -----------------     ------------------
<S>                                                          <C>                  <C>
CURRENT ASSETS
        Cash                                                 $        139         $         76
        Prepaid expenses                                           40,909               81,574
        Employee advances                                           1,489                1,952
        Deposit                                                    10,000
                                                             ------------         ------------
              Total current assets                                 52,537               83,602

PROPERTY AND EQUIPMENT, NET OF ACCUMULATED
DEPRECIATION OF $421 AND $263                                      10,132                1,633

OTHER ASSETS
        Financing fees                                             70,123               70,123
        Miscellaneous assets                                       10,000               10,000
                                                             ------------         ------------
                                                             $    142,792         $    165,358
                                                             ============         ============

              LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
        Accounts payable                                     $    965,205         $    840,020
        Accounts payable - stockholders                           155,986              161,804
        Notes payable - stockholders                              169,500              122,500
        Accrued expenses                                           71,350               46,727
                                                             ------------         ------------
              Total current liabilities                         1,362,040            1,171,051
                                                             ------------         ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
        Preferred stock, no stated value
              Authorized - 10,000,000 shares
              Issued and outstanding - none                           -0-                  -0-
        Common stock, no par value
              Authorized - 800,000,000 shares
              Issued and outstanding - 161,493,521 and
              157,726,675 shares                               12,821,120           12,787,034

        Additional paid-in capital                            (12,357,417)         (12,357,417)

        Deficit accumulated during development stage           (1,682,951)          (1,435,310)
                                                             ------------         ------------
                                                               (1,219,248)          (1,005,693)
                                                             ------------         ------------
                                                             $    142,792         $    165,358
                                                             ============         ============
</TABLE>



See notes to consolidated financial statements.



                                       1

<PAGE>


                            WORLDWIDE PETROMOLY, INC.
                          D/B/A SMALL TOWN RADIO, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF OPERATION


<TABLE>
<CAPTION>
                                          Three Months Ended            Three Months Ended     Period from Inception to
                                           December 31, 2001            December 31, 2000          December 31, 2001
                                              (Unaudited)                   (Unaudited)              (Unaudited)

<S>                                       <C>                           <C>                    <C>
Net Sales                                    $          --                $         --               $        --

Operating Expenses                                 236,641                     144,000                 1,645,958
                                             -------------                ------------               -----------

Operating loss                                    (236,641)                   (144,000)               (1,645,958)

Interest expense                                   (11,000)                         --                   (36,993)
                                             -------------                ------------               -----------

Loss Before Income Taxes                          (247,641)                   (144,000)               (1,682,951)

Income Tax Benefit                                      --                          --                       --
                                             -------------                ------------               -----------

Net Loss                                     $    (247,641)               $   (144,000)              $(1,682,951)
                                             =============                ============               ===========

Basic Earnings (Loss) Per Share              $       (0.00)               $      (0.00)

Weighted Average Shares Outstanding            160,050,881                  51,733,930
</TABLE>



See notes to consolidated financial statements.




                                       2
<PAGE>



                            WORLDWIDE PETROMOLY, INC.
                          D/B/A SMALL TOWN RADIO, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                              Three Months Ended     Three Months Ended     Period from Inception to
                                                               December 31, 2001      December 31, 2000          December 31, 2001
                                                                  (Unaudited)            (Unaudited)               (Unaudited)
<S>                                                                <C>                   <C>                       <C>
OPERATING ACTIVITIES
         Net loss                                                  $(247,641)            $(144,000)                $(1,682,951)
         Adjustments to reconcile net loss to net cash
           provided (used) from operating activities
           Stock issued in lieu of compensation and for
             director and professional fees                           34,087                                           455,004
           Prepaid expenses                                           40,665                                           (40,909)
           Accounts payable                                          125,185               144,000                     965,205
           Accounts payable - stockholder                             (5,818)                                          155,986
           Other                                                      15,242                                            50,280
                                                                   ---------             ---------                 -----------
           Net cash provided (used) by operating
              activities                                             (38,280)                   --                     (97,385)
                                                                   ---------             ---------                 -----------


INVESTING ACTIVITY - purchase of property and equipment               (8,657)                   --                     (10,553)
                                                                   ---------             ---------                 -----------

FINANCING ACTIVITIES
         Net increase in notes payable - stockholders                 47,000                                           169,500
         Financing fees                                                   --                                           (70,123)
         Stockholder contribution                                         --                                             8,700
                                                                   ---------             ---------                 -----------
         Net cash provided (used) by financing activities             47,000                    --                     108,077
                                                                   ---------             ---------                 -----------

Net change in cash                                                        63                    --                         139

Cash, Beginning of Period                                                 76                    --                          --
                                                                   ---------             ---------                 -----------
Cash, End of Period                                                $     139             $      --                 $       139
                                                                   =========             =========                 ===========
</TABLE>


See notes to consolidated financial statements.





                                       3
<PAGE>


                            WORLDWIDE PETROMOLY, INC.
                          D/B/A SMALL TOWN RADIO, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                          NOTE 1. BASIS OF PRESENTATION

The financial statements presented herein have been prepared by Worldwide
PetroMoly, Inc. d/b/a Small Town Radio, Inc. (the "Company") in accordance with
the rules and regulations of the Securities and Exchange Commission ("SEC") and
are presented unaudited. It is the opinion of management that these financial
statements include all adjustments necessary to present fairly and accurately
the results of the interim period shown.

Certain financial details and footnotes normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or otherwise omitted for the purpose of this presentation.
These condensed financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Form 10-KSB
annual report for 2001, as filed with the SEC. It is the opinion of management
that the disclosures presented herein are in accordance with SEC rules and
regulations and are sufficient to accurately portray our financial performance
over the interim period shown.

The results presented for the interim period may not be indicative of results
for the full accounting year.

                       NOTE 2. PRIOR FINANCIAL STATEMENTS

On June 1, 2001, Worldwide PetroMoly, Inc. ("PetroMoly") acquired Small Town
Radio, Inc., a development stage enterprise, through the issuance of 118,467,860
unregistered shares of PetroMoly common stock to Small Town Radio, Inc.'s
shareholders in a reverse acquisition.

On June 7, 2001, PetroMoly sold its interest in Worldwide PetroMoly Corporation,
its only operating subsidiary, to its former Chairman of the Board of Directors,
Gilbert Gertner.

Consolidated audited financial statements were prepared for PetroMoly for the
fiscal year ending June 30, 2001. The June 30, 2001 audited statements reflect
the operations of Small Town Radio, Inc., up to the merger with PetroMoly, and
the operations of the consolidated entity thereafter.

Consolidated unaudited financial statements were reported for Small Town Radio,
Inc., for the quarterly period ended September 30, 2001, in the Form 10-QSB
quarterly report for the same period.

                         NOTE 3. PAYROLL TAX LIABILITIES

As of December 31, 2001, the Company had accrued payroll tax liabilities
totaling $40,908, as reflected in the interim period balance sheet presented
herein. These accrued liabilities are the result of lack of working capital, in
large part due to the development-stage nature of our business.

As of the filing of this Quarterly Report, the founding shareholders of Small
Town Radio, Inc. have pledged the necessary funds to relieve these liabilities
in full.



                                       4
<PAGE>

                    NOTE 4. COMMON STOCK PAYMENTS TO OFFICERS

During the interim period ended December 31, 2001, a total of 681,730 shares of
our common stock was awarded to one of our officers for three payroll periods,
pursuant to our Stock Incentive Plan. These awards were made in lieu of cash
compensation and in full and complete satisfaction of all salaries owed to the
officer for the payroll periods covered by the stock compensation.

These shares have been registered pursuant to our registration statement on Form
S-8 under the Securities Act of 1933, as amended. This stock compensation has
been treated as a fully taxable event and the appropriate payroll tax
liabilities have been accrued by us.

Cash compensation was provided to our officers for all other payroll periods
during the interim period shown. Subsequent to the above referenced stock
compensation, we have discontinued the practice of issuing shares of common
stock in lieu of cash compensation.

                   NOTE 5. RECENT ORGANIZATIONAL DEVELOPMENTS

During the interim period ended December 31, 2001, Mr. Bill Ross resigned as a
Director of the Company.

During the interim period ended December 31, 2001, Dr. Michael Cobb replaced Mr.
Robert Vail as Chief Financial Officer of the Company.

Subsequent to the period ended December 31, 2001, but prior to the filing of
this Quarterly Report, Ms. Laurie Kahn resigned as a Director of the Company.

Subsequent to the period ended December 31, 2001, but prior to the filing of
this Quarterly Report, Dr. Michael Cobb resigned as Chief Financial Officer of
the Company, effective as of February 22, 2002.

           NOTE 6. RECENT FASB PRONOUNCEMENTS AND EFFECT ON OPERATIONS
                            (SFAS 141 AND SFAS 142)

Two recently implemented FASB standards may have a material effect on our
financial accounting practices, particularly in the context of our accounting
for radio station acquisitions and other potential business combinations.

Accounting for a Business Combination. Statement of Financial Accounting
Standards ("SFAS") No. 141 requires that all business combinations should be
accounted for using the purchase method of accounting; use of the pooling method
is prohibited. A business combination occurs when an enterprise acquires all or
a portion of the net assets that constitutes a business or equity interests of
one or more other enterprises and obtains control over the enterprise or
enterprises. All two-party and multi-party business combinations, including
"roll-up" and "put-together" transactions are included in the scope of this
Statement.

This Statement requires that goodwill initially be recognized as an asset in the
financial statements and measured as the excess of the cost of an acquired
entity over the net of the amounts assigned to identifiable assets acquired and
liabilities assumed. In addition, SFAS No. 141 requires all other intangibles,
such as broadcast license intangibles for a radio station, to be identified.

The provisions of Statement No. 141 are effective for any business combination
that is initiated after June 30, 2001.



                                       5

<PAGE>

Accounting for Goodwill. Under the provisions of SFAS No. 142, goodwill should
not be amortized but should be tested for impairment at the reporting unit
level. Impairment testing of goodwill should be done on an annual basis unless
events or circumstances indicate impairment has occurred in the interim period.
The annual impairment test can be performed at any time during the year as long
as the measurement date is used consistently from year to year.

Impairment testing is a two-step process. The first step is a comparison of the
fair value of a reporting unit to its carrying amount including goodwill. If the
fair value of the reporting unit is greater than its carrying value, goodwill is
not impaired and no further work is required. Companies should perform the first
step of the impairment test on all goodwill within six months of initially
applying the Statement. If the fair value is less, the second step should be
performed. The second step is to compare the fair value of goodwill to its
carrying amount. If the fair value of goodwill is less than its carrying value,
then the goodwill is deemed impaired and a loss recognized. Any impairment loss
recognized as a result of completing the transitional impairment test should be
treated as a change in accounting principle and recognized in the first interim
period financial statements thereafter.

The provisions of Statement No. 142 would be effective for fiscal years
beginning after December 15, 2001. Early adoption would be permitted for
companies with a fiscal year beginning after March 15, 2001 provided that the
first quarter financial statements have not been previously issued. In all
cases, the Statement must be adopted as of the beginning of a fiscal year.
Goodwill and intangible assets acquired in a transaction completed after June
30, 2001 but before this Statement is initially applied would be accounted for
in accordance with the amortization and nonamortization provisions of the
Statement. The useful economic life of previously recognized intangible assets
should be reassessed upon adoption of the Statement, and remaining amortization
periods should be adjusted accordingly. Intangible assets deemed to have an
indefinite life would no longer be amortized.

It is believed that substantially all of the purchase price of acquired radio
stations will be allocated first to tangible property, with the balance
allocated almost entirely to broadcast licenses. Under SFAS No. 142, broadcast
licenses will not be amortized, but rather tested for impairment at least
annually or as events and circumstances change. Little, if any, goodwill is
anticipated to be recognized in future acquisitions.





                                       6
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
          AND FINANCIAL CONDITION

                           FORWARD LOOKING STATEMENTS

This report may contain certain "forward-looking statements" including
statements concerning plans, objectives, future events or performance and
assumptions and other statements that are not statements of historical fact. The
Company cautions readers that the following important factors, among others,
could cause the Company's actual results to differ materially from the
forward-looking statements contained in this report: (i) the ability of the
Company to successfully execute and draw from the equity line described herein;
(ii) the ability of the Company to successfully complete the bank debt financing
described herein; (iii) the ability of the Company to successfully purchase
radio stations in accordance with its business plan, and to successfully
leverage these aggregated radio station operations to profitability; (iv) the
effect on the Company's competitive position within its market area of the
increasing consolidation within the radio broadcast industry; (v) the effect of
changes in laws and regulations, including federal laws and regulations
governing the ownership and operation of radio stations, with which the Company
and its subsidiary must comply, and the associated costs of compliance with such
laws and regulations either currently or in the future as applicable; (vi) the
effect of changes in accounting policies and practices, as may be adopted by the
regulatory agencies as well as by the Financial Accounting Standards Board, or
of changes in the Company's organization, compensation and benefit plans; (vii)
shifts in population and demographics, competition, cost fluctuations,
technology advances and challenges; and (viii) the effect of changes in the
business cycle and downturns in local, regional or national economies including
the deleterious impact of the terrorist attacks that occurred on September 11,
2001. The Company cautions that the foregoing list of important factors is not
exclusive.

                       OVERVIEW AND RESULTS OF OPERATIONS

Since the merger (the "Merger") between our subsidiary PetroMerger, Inc. with
Small Town Radio, Inc., we have investigated and developed a plan of operation
pursuant to which Small Town Radio, Inc. will acquire and operate radio stations
in geographically contiguous, small, non-rated markets, initially located in
rural areas of the Southeast. Until our next regular annual shareholders'
meeting, we will retain the name Worldwide PetroMoly, Inc. in our charter, but
will conduct our business under the name of our wholly-owned subsidiary, Small
Town Radio, Inc.

We are a development stage radio broadcasting company with no operating history,
focused on acquiring, developing and operating groups of radio stations in
small, generally non-rated markets, including areas not included in metropolitan
markets. Since the Merger, we have had no revenue from our operations. From the
Merger to date, the bulk of our activities have been focused on raising capital
in order to fund our acquisition plan, which is critical to our continuing
existence and success. We have also allocated a substantial portion of our
management's time to executing our acquisition plan, in the absence of adequate
funds to purchase radio stations, by utilizing seller-financing and other means
to pursue acquisitions.

During the interim period ended December 31, 2001, the Company concentrated on
building a viable infrastructure to support future revenue generating activity,
including the replacement of the Chief Financial Officer. The Company incurred
operating expenses of $236,641 and interest expenses of $11,000 during this
interim period, largely as a result of start-up activities. These operating and
interest expenses represent a significant decrease from the prior interim period


                                       7

<PAGE>

ending September 30, 2001 and as reported in our 10-QSB quarterly report for the
subject period.

The Company has actively engaged in discussions with owners of radio stations in
anticipation of purchases during subsequent periods. We are in discussions with
companies and/or individuals that operate radio stations in Southern Georgia,
Northern Georgia, Northern Florida and Southeastern South Carolina about
purchasing stations. We have executed letters of intent to acquire six stations,
and asset purchase agreements for four stations in Southwest Georgia, one
station in Mid Georgia and one station in North Georgia. The terms for the
acquisition of four stations in Southwest Georgia, to be purchased from one
seller, Merchant Broadcast Systems of Southwest Georgia, include WBBK-FM & AM,
licensed to Blakely, Georgia, and WGMK-FM and WSEM-AM, licensed to
Donalsonville, Georgia. The terms for the acquisition of one station in Mid
Georgia, to be purchased from Fall Line Media, include WJFL-FM, licensed to
Tennille, GA. The terms for the acquisition of one station in North Georgia, to
be purchased from Greenwood Communications Corporation, include WDGR-AM,
licensed to Dahlonega, Georgia. These purchase agreements are subject to several
conditions, including but not limited to satisfactory due diligence, approval by
our Board, adequate funding of the Company, and approval by the FCC. We cannot
give any assurance that we will complete any of the acquisitions described
above. The company signed a Local Marketing Agreement (LMA) with one radio
station WDGR-AM, licensed to Dahlonega, Georgia.

The purchase price for radio stations varies significantly, depending upon the
market served. In the very small, non-rated markets, the prices average about
$350,000 per station, (AM's typically less, FM's typically higher). In a few
instances, we have had discussions with stations in larger markets, some of
which are rated markets. The stations in the larger markets that we have looked
at typically have significantly higher purchase prices, but usually report much
higher revenue and cash flow.

                          TWELVE MONTH BUSINESS OUTLOOK

We do not currently have funds sufficient to carry out any of our operations, or
to execute our acquisition plan. In order to act upon our operating plan
discussed herein, we must be able to raise sufficient funds from (i) the equity
line of credit we have executed; (ii) debt financing; or, (iii) new investments
from private investors.

OPERATING EXPENSES AND CAPITAL EXPENDITURES

Acquisition Plan

Assuming we are able to raise sufficient funds, we anticipate purchasing
approximately fourteen radio stations during the next twelve months, at an
average per-station price of approximately $350,000, including the cost of
transferring Federal Communications Commission licenses. The Company expects to
fund these purchases through a combination of cash payments, the funds for which
would be provided via the equity line described below, long-term owner financing
and bank debt. Thus, of the approximately $5,000,000 in funds we will need to
purchase these stations, we estimate approximately $2,675,000 will come from
sales of our stock under the equity line once the related registration statement
becomes effective, approximately $2,150,000 will be from owner financing, and
approximately $175,000 will be from bank debt.

The Company's ability to purchase these stations, and the per-station purchase
price, will be directly dependent upon prevailing real estate market conditions.
Furthermore, the Company's ability to maintain sufficient liquidity to achieve
its objective of purchasing fourteen stations during the next twelve months is
contingent on several factors, including (i) the ability to




                                       8
<PAGE>

successfully negotiate partial long-term owner financing with station sellers;
(ii) the ability of the Company to draw sufficient proceeds from the equity line
described below; and (iii) the Company's ability to obtain debt financing.

Capital Improvements Plan

The Company anticipates investing approximately $500,000 in a centralized studio
facility build-out and approximately $300,000 in transmitter upgrades during the
next twelve months.

With the exception of the aforementioned radio station purchases, the Company
anticipates no significant additional purchases of plant or equipment during the
next twelve months.

Operating Expenses

We anticipate incurring operating expenses of approximately $1,790,000 during
the next twelve months.

The primary operating expenses incurred in the ownership and operation of radio
stations include employee salaries and commissions, programming expenses and
marketing and promotional expenses. Management will strive to control these
expenses with centralized studios and administrative functions and the use of
regional marketing teams. We also will incur significant depreciation and
amortization expense as a result of our acquisitions of stations.

We anticipate hiring approximately twenty-three additional employees during the
next twelve months. These employees will be engaged in traffic management (4),
sales and sales management (11), community coordination (7) and administration
(1).

As a result of these staffing additions, total quarterly gross compensation is
expected to grow from a current level of approximately $55,000 to approximately
$336,000 by the end of the next twelve-month period.

We do not anticipate engaging in any significant product research and
development activities during the next twelve months.

SOURCE OF REVENUE

Assuming that the Company is successful in executing its acquisition plan, we
anticipate generating total revenues of approximately $1,050,000 during the next
twelve months.

Our principal source of revenue will be the sale of broadcasting time for
advertising. As a result, our revenue will be determined primarily by the
advertising rates charged by the radio stations we intend to acquire.
Correspondingly, the rates will be based upon the individual station's ability
to attract audiences in the demographic groups targeted by its advertisers.
Management will have to rely on the ability of our sales staff to convince
potential customers of the effectiveness of radio as an advertising medium and
to creatively demonstrate the share of the market that advertising on our
stations will reach.

The numbers of advertisements that can be broadcast without jeopardizing
listening levels (market share) are limited in part by the format of a
particular station. Each of our stations will have a general pre-determined
level of on-air inventory that it makes available for advertising. Available
inventory may vary at different times of the day but tends to remain stable over
time. Much of our selling activity will be based on demand for the stations'
on-air inventory and, in general, we will respond to this demand by varying
prices rather than by changing the available inventory.



                                       9
<PAGE>

DISPOSITION OF ASSETS

In conjunction with the purchase of fourteen radio stations, we hope to generate
proceeds greater than $250,000 from the resale of excess equipment and other
assets. However, there can be no assurance that we will be able to resell any
acquired assets or that we will generate any proceeds consistent with our
projections.

The Company's ability to resell these assets, and the revenues derived from
these asset dispositions, will be directly dependent upon prevailing external
markets for radio equipment and related assets.

OPERATING LOSSES

We expect to incur operating losses of approximately $(981,353) and net pre tax
losses of approximately $(1,065,418) during the next twelve months. As we
transition from the development stage to initial revenue-generating operations,
and as radio stations are acquired in accordance with the established business
plan, we expect to leverage economies of scale through the aggregation of
operations and media sales in contiguous markets, and through the establishment
of standardized programming.

                         LIQUIDITY AND CAPITAL RESOURCES

Our major sources of capital during the interim period ended December 31, 2001
have been short-term loans from our shareholders and extended payment terms from
certain trade creditors.

We have made an initial filing of a registration statement on Form SB-2,
pursuant to the Securities Act of 1933, as amended. This registration statement
would register shares underlying a private equity line of credit agreement
entered into by us on September 25, 2001, with Grenville Financial, Ltd. We are
in the process of reviewing and responding to questions presented by the
Securities and Exchange Commission as a result of this initial filing, and we
continue to regard this equity line as one of several potential sources of
liquidity and capital resources to fund the ongoing operation and growth of the
Company. This equity line of credit agreement establishes an equity draw down
facility to be used by us to provide partial funding of anticipated purchases of
radio stations, in accordance with our acquisition plan during the next twelve
months. The overall funding plan for the purchase of these radio stations is
described above. In addition, this equity line will be used to fund the
build-out of a central studio and for transmitter upgrades, both of which are
described above. It is anticipated that this equity line could provide up to
$2,675,000 in capital funds to us during the next twelve months. However, we can
give no assurance that we will be able to meet the conditions for funding under
the equity line.

In addition, we are in the process of negotiating a secured credit facility of
up to $500,000 in the form of a revolving operating line of credit. This credit
facility is intended to fund our future working capital needs.

We anticipate that, with the aforementioned equity line and bank operating line,
we would not need to raise additional funds over the next twelve months and that
these facilities would provide adequate capital to ensure sufficient liquidity
and capitalization over the next twelve months. However, in addition to these
potential sources of funds, we are also pursuing alternative sources



                                       10
<PAGE>

of liquidity and capital resources to fund the ongoing operation and growth of
the Company.

In conjunction with their audit report on our consolidated financial statements
as of June 30, 2001, our independent certified public accountants expressed
doubt about our ability to continue as a going concern because such continuance
is dependent upon our ability to raise capital.

We have explored, and will continue to explore, all possible avenues for raising
the capital required to maintain operations on a going forward basis until we
have acquired a sufficient number of stations and are generating sufficient
revenue and profitability to be sustainable.

As we transition from a development stage enterprise to an operating entity, our
ability to achieve the growth objectives described above, particularly with
respect to station acquisition, staffing and revenue generation, will depend
directly on the availability of anticipated funds, as well as seller financing
arrangements.

Ultimately, we must achieve profitable operations if we are to be a viable
entity. We intend to purchase existing radio stations that are currently
operating at breakeven or are individually profitable. Although we believe there
is a reasonable basis for anticipating that we will successfully raise the
necessary funds, we cannot guarantee that sufficient capital will be raised to
sustain operations to profitability in accordance with the objectives described
above.

PART II - OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS

         In January, 2002, Robert Vail, the Company's former chief financial
officer, instituted an arbitration proceeding against us. Mr. Vail contends that
the Company owes him additional compensation related to his employment with the
Company. The Company has not responded to the arbitration, but plans to do so
within the prescribed time. The Company does not expect that the outcome of the
arbitration will have a material adverse effect on its operations or financial
condition.

         Other than as stated above, there are no material, pending legal
proceedings to which the Company or any of its subsidiaries is a party or of
which any of their property is the subject.

ITEM 2.        CHANGES IN SECURITIES AND USE OF PROCEEDS

         None

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

         Not applicable.

ITEM 5.        OTHER INFORMATION

         None.





                                       11
<PAGE>


ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

(a)          Exhibits
             None

(b)          Reports on Form 8-K
             None





                                       12
<PAGE>



                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the Company has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: February 15, 2002

                                               WORLDWIDE PETROMOLY, INC.


                                          By:      /s/ Donald L. Boyd
                                               ------------------------------
                                               Donald L. Boyd
                                               President


                                          By:      /s/ Michael G. Cobb
                                               ------------------------------
                                               Michael G. Cobb
                                               Chief Financial Officer





                                       13