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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

|ý | Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

for the period ended March 31, 2002

|o | 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(State of Incorporation)

84-1125214(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 ý        No o

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

Class

Outstanding at April 10, 2002Common Stock, no par value

172,253,228


Transitional
Small Business Disclosure Format:        Yes o        No ý

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TABLE OF CONTENTS

|        |  |                                                                                       |  | Page
|------- |  | ------------------------------------------------------------------------------------- |  | ----
|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                                                                 |  | 9   
|        |  | OPERATING LOSSES                                                                      |  | 9   
|        |  | LIQUIDITY AND CAPITAL RESOURCES                                                       |  | 9   
|PART II |  | OTHER INFORMATION                                                                     |  | 10  
|ITEM 1. |  | LEGAL PROCEEDINGS                                                                     |  | 10  
|ITEM 2. |  | CHANGES IN SECURITIES AND USE OF PROCEEDS                                             |  | 10  
|ITEM 3. |  | DEFAULTS UPON SENIOR SECURITIES                                                       |  | 10  
|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                                                      |  | 11  
|        |  | SIGNATURES                                                                            |  | 12  

i

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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

|                                                                         |                                              | March 31, 2002
(Unaudited)                |            | December 31, 2001
(Unaudited) |           
|------------------------------------------------------------------------ | -------------------------------------------- | ----------------------------------------- | ---------- | ----------------------------- | ----------
|Assets                                                                   |                                              |                                           |            |                               |           
|Current Assets                                                           |                                              |                                           |            |                               |           
|                                                                         | Cash                                         |                                           | $          | 93                            |           
|                                                                         | Prepaid expenses                             |                                           |            | 16,364                        |           
|                                                                         | Employee advances                            |                                           |            | 1,489                         |           
|                                                                         | Deposit                                      |                                           |            | 10,000                        |           
|                                                                         |                                              |                                           |            |                               |           
|                                                                         |                                              | Total current assets                      |            |                               | 27,946    
|Property and Equipment, net of accumulated depreciation of $357 and $222 |                                              |                                           | 11,427     |                               |           
|Other Assets                                                             |                                              |                                           |            |                               |           
|                                                                         | Financing fees                               |                                           |            | 70,123                        |           
|                                                                         | Miscellaneous assets                         |                                           |            | 10,000                        |           
|                                                                         |                                              |                                           |            |                               |           
|                                                                         |                                              | $                                         | 119,496    |                               | $         
|                                                                         |                                              |                                           |            |                               |           
|Liabilities and Stockholders' Deficit                                    |                                              |                                           |            |                               |           
|Current Liabilities                                                      |                                              |                                           |            |                               |           
|                                                                         | Accounts payable                             |                                           | $          | 1,011,801                     |           
|                                                                         | Accounts payablestockholders                |                                           |            | 155,986                       |           
|                                                                         | Notes payablestockholders                   |                                           |            | 273,500                       |           
|                                                                         | Accrued expenses                             |                                           |            | 71,342                        |           
|                                                                         |                                              |                                           |            |                               |           
|                                                                         |                                              | Total current liabilities                 |            |                               | 1,512,629 
|                                                                         |                                              |                                           |            |                               |           
|Commitments and Contingencies                                            |                                              |                                           |            |                               |           
|Stockholders' Deficit                                                    |                                              |                                           |            |                               |           
|                                                                         | Preferred stock, no stated value             |                                           |            |                               |           
|                                                                         |                                              | Authorized10,000,000 shares              |            |                               |           
|                                                                         |                                              | Issued and outstandingnone               |            |                               | -0-       
|                                                                         | Common stock, no par value                   |                                           |            |                               |           
|                                                                         |                                              | Authorized800,000,000 shares             |            |                               |           
|                                                                         |                                              | Issued and outstanding161,493,521 shares |            |                               | 12,821,120
|                                                                         | Additional paid-in capital                   |                                           |            | (12,357,417                   | )         
|                                                                         | Deficit accumulated during development stage |                                           |            | (1,856,836                    | )         
|                                                                         |                                              |                                           |            |                               |           
|                                                                         |                                              |                                           | (1,393,133 | )                             |           
|                                                                         |                                              |                                           |            |                               |           
|                                                                         |                                              | $                                         | 119,496    |                               | $         
|                                                                         |                                              |                                           |            |                               |           

See
notes to consolidated financial statements.

1

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WORLDWIDE PETROMOLY, INC.  d/b/a Small Town Radio, Inc.  (A Development Stage Enterprise)  Consolidated Statements of Operation

|                                    |  | Three Months Ended
March 31, 2002
(Unaudited) |             | Three Months Ended
March 31, 2001
(Unaudited) |   | Period from Inception to
March 31, 2002
(Unaudited) |  
|----------------------------------- |  | --------------------------------------------- | ----------- | --------------------------------------------- | - | --------------------------------------------------- | -
|Net Sales                           |  | $                                             |            |                                               | $ |                                                    |  
|Operating Expenses                  |  |                                               | 165,900     |                                               |   | 292,250                                             |  
|                                    |  |                                               |             |                                               |   |                                                     |  
|Operating loss                      |  |                                               | (165,900    | )                                             |   | (292,250                                            | )
|Interest expense                    |  |                                               | (7,985      | )                                             |   | (128                                                | )
|                                    |  |                                               |             |                                               |   |                                                     |  
|Loss Before Income Taxes            |  |                                               | (173,885    | )                                             |   | (292,378                                            | )
|Income Tax Benefit                  |  |                                               |            |                                               |   |                                                    |  
|                                    |  |                                               |             |                                               |   |                                                     |  
|Net Loss                            |  | $                                             | (173,885    | )                                             | $ | (292,378                                            | )
|                                    |  |                                               |             |                                               |   |                                                     |  
|Basic Earnings (Loss) Per Share     |  | $                                             | (0.00       | )                                             | $ | (0.00                                               | )
|Weighted Average Shares Outstanding |  |                                               | 161,493,521 |                                               |   | 24,398,815                                          |  

See
notes to consolidated financial statements.

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WORLDWIDE PETROMOLY, INC.  d/b/a Small Town Radio, Inc.  (A Development Stage Enterprise)  Consolidated Statements of Cash Flows

|                                                      |                                                                                         | Three Months Ended
March 31, 2002
(Unaudited)                               |        | Three Months Ended
March 31, 2001
(Unaudited) |          | Period from Inception to
March 31, 2002
(Unaudited |         
|----------------------------------------------------- | --------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ------ | --------------------------------------------- | -------- | -------------------------------------------------- | --------
|Operating Activities                                  |                                                                                         |                                                                             |        |                                               |          |                                                    |         
|                                                      | Net loss                                                                                |                                                                             | $      | (173,885                                      | )        | $                                                  | (292,378
|                                                      | 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 |        |                                               | 0        |                                                    |         
|                                                      |                                                                                         | Prepaid expenses                                                            |        |                                               | 24,545   |                                                    |         
|                                                      |                                                                                         | Accounts payable                                                            |        |                                               | 46,596   |                                                    |         
|                                                      |                                                                                         | Accounts payablestockholder                                                |        |                                               | 0        |                                                    |         
|                                                      |                                                                                         | Other                                                                       |        |                                               | (7       | )                                                  |         
|                                                      |                                                                                         |                                                                             |        |                                               |          |                                                    |         
|                                                      |                                                                                         | Net cash provided (used) by operating activities                            |        |                                               | (102,751 | )                                                  |         
|                                                      |                                                                                         |                                                                             |        |                                               |          |                                                    |         
|Investing Activitypurchase of property and equipment |                                                                                         |                                                                             | (1,295 | )                                             |          |                                                   |         
|                                                      |                                                                                         |                                                                             |        |                                               |          |                                                    |         
|Financing Activities                                  |                                                                                         |                                                                             |        |                                               |          |                                                    |         
|                                                      | Net increase in notes payablestockholders                                              |                                                                             |        | 104,000                                       |          |                                                    | 30,000  
|                                                      | Financing fees                                                                          |                                                                             |        |                                              |          |                                                    |         
|                                                      | Stockholder contribution                                                                |                                                                             |        |                                              |          |                                                    | 200     
|                                                      |                                                                                         |                                                                             |        |                                               |          |                                                    |         
|                                                      | Net cash provided (used) by financing activities                                        |                                                                             |        | 104,000                                       |          |                                                    | 30,200  
|                                                      |                                                                                         |                                                                             |        |                                               |          |                                                    |         
|Net change in cash                                    |                                                                                         |                                                                             | (46    | )                                             |          | 79                                                 |         
|Cash, Beginning of Period                             |                                                                                         |                                                                             | 139    |                                               |          |                                                   |         
|                                                      |                                                                                         |                                                                             |        |                                               |          |                                                    |         
|Cash, End of Period                                   |                                                                                         | $                                                                           | 93     |                                               | $        | 79                                                 |         
|                                                      |                                                                                         |                                                                             |        |                                               |          |                                                    |         

See
notes to consolidated financial statements.

3

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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 triangular merger.

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 periods ended September 30, 2001 and December 31, 2001, in the
Form 10-QSB quarterly reports for the same periods.

Note 3. Payroll Tax Liabilities

As
of the filing of this Quarterly Report, the Company has satisfied accrued payroll tax liabilities reported in the Form 10-QSB for the period ended March 31, 2002.

Note 4. Common Stock Payments to Officers

During
the interim period ended March 31, 2002, we did not issue any shares of our common stock to any of our officers in lieu of cash compensation.

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Note 5. Recent Organizational Developments

During
the interim period ended March 31, 2002, Mr. Daniel Hollis was elected Chairman of the Board of Directors and Chief Executive Officer of the Company.

Subsequent
to the interim period ended March 31, 2002, Dr. Michael Cobb returned as Chief Financial Officer of the Company, effective April 4, 2002.

Subsequent
to the interim period ended March 31, 2002, Mr. Eric Froistad was elected to the Board of Directors of the Company, effective April 4, 2002.

Note 6. Schedule 14C Information Filing

Subsequent
to the interim period ended March 31, 2002, the Company filed an information statement on Schedule 14C, pursuant to Rule 14C of the Securities and Exchange Commission,
as amended.

This
information statement announced a special meeting of the shareholders of the Company to be held on May 28, 2002, for the following purposes:



Note 7. 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 statement 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.

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

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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.

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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 purchase radio stations in accordance with its business plan; (ii) the ability of the Company to
operate its radio stations profitably; (iii) the ability of the Company to obtain adequate financing to finance its operations and execute its business plan; (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; and (vii) shifts in population and demographics, competition, cost
fluctuations, technology advances and challenges. The Company cautions that the foregoing list of important factors is not exclusive.

Overview and Results of Operations

We
are a development stage radio broadcasting company with no material operating history. We are focused on acquiring, developing and operating groups of radio stations in small, generally
non-rated
markets, including areas which are not included in, but are adjacent to, metropolitan markets. Since the merger (the "Merger") between our subsidiary PetroMerger, Inc. and Small Town
Radio, Inc., effective as of June 1, 2001, we have had no revenue from our operations. From the Merger to date, the bulk of our activities have been focused on raising capital to fund
our acquisition plan. 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 March 31, 2002, the Company incurred operating expenses of $165,900 and interest expenses of $7,985, largely as a result of start-up activities.
These operating and interest expenses represent a significant decrease from the prior interim period ending December 31, 2001 and as reported in our 10-QSB quarterly report for the
December 31, 2001 period.

Since
late February 2002, we have operated stations WDGR-AM in Dahlonega, GA and WSBI-AM, licensed to Static, Kentucky pursuant to Local Programming and Marketing
Agreements ("LMAs") and have commenced revenue-generating operations with those stations. In March 2002, we executed two additional LMAs for stations WRVX- FM & AM located in
Eufaula, AL.

We
continue to actively engage 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, Tennessee, and south Alabama regarding potential acquisitions. As reported in our 10-QSB quarterly report for December 31,
2001, we have executed letters of intent to acquire eight stations, and asset purchase agreements to acquire four stations in southwest Georgia; WBBK-FM & AM, licensed to Blakely,
Georgia, and WGMK-FM and WSEM-AM, licensed to Donalsonville, Georgia; one station in mid Georgia WJFL-FM, licensed to Tennille, GA; one station in north Georgia
WDGR-AM, licensed to Dahlonega, GA. During the current period we

7

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entered into asset purchase agreements to acquire one station in central Tennessee, WSBI-AM, licensed to Static, Kentucky and one station in south Alabama WRVX-FM, licensed to
Eufaula, Alabama.

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.
Subsequent to March 31, 2002, we have received FCC approval to acquire five stations. We cannot give any assurance that we will complete any of the acquisitions described above.

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) debt financing; or, (ii) new investments from private investors.

Operating Expenses and Capital Expenditures

Acquisition Plan

Assuming
we are able to raise sufficient funds, we anticipate purchasing between fifteen and twenty-five 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 from debt and equity financing, long-term owner financing and the issuance of shares of stock in the Company in lieu of cash. Thus, of the approximately
$5,350,000 in funds needed to purchase these stations, we estimate approximately $1,700,000 will come from debt and equity financing, approximately $900,000 will come from owner financing, and
approximately $2,750,000 will come from the issuance of stock in the Company in lieu of cash.

The
Company's ability to purchase radio stations, and the per-station purchase price, will be directly dependent upon prevailing broadcasting and real estate market conditions.
Furthermore, the Company's ability to maintain sufficient liquidity to achieve its objective of purchasing fifteen stations during the next twelve months is contingent on several factors, including
(i) the ability to successfully negotiate partial long-term owner financing with station sellers; (ii) the ability of the Company to derive sufficient proceeds from debt and
equity financing; and (iii) the Company's ability to negotiate the purchase of stations in part with Company stock.

Capital Improvements Plan

The
Company anticipates investing approximately $300,000 in transmitter upgrades during the next twelve months.

With
the exception of the aforementioned radio station and transmitter 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 $1,507,600 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
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).

8

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As
a result of these staffing additions, total quarterly gross compensation is expected to grow from a current level of approximately $51,500 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 $1,646,600 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.

Disposition of Assets

In
conjunction with the purchase of fifteen 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.

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 Income

We
expect to realize operating income of approximately $139,000 and net pre tax income of approximately $95,000 during the next twelve months. As we continue to 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 March 31, 2002 have been short-term loans from our shareholders and extended payment terms from certain trade creditors,
as presented in the Statement of Cash Flow.

As
reported in the Form 10-QSB quarterly report for the period ended September 30, 2001, we have made the initial filings of a registration statement on Form
SB-2, pursuant to the Securities Act of 1933, as amended. This registration statement was withdrawn on May 9, 2002. No securities were ever sold under the registration statement and
it was never declared effective.

9

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We
anticipate that, with the combination of station seller-financing, third party credit facilities and new investments from private investors, we may 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 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

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

(a)  Not
applicable.

(b)  Not
applicable.

(c)  On
August 3, 2001, we issued 500,000 shares of our common stock to John F. McMullan, in consideration of a $50,000 loan made by Mr. McMullan to us. Such
issuance was pursuant to the exemption provided in Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") for transactions by an issuer not involving a public offering.

On
August 15, 2001, we issued 1,200,000 shares of our common stock to Numark Capital Corp., valued at $.12 per share, for investor relations services. Such issuance was pursuant
to the exemption provided in Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering.

(d)  Not
applicable.

The
declaration of dividends is within the discretion of the Board of Directors and will depend, among other things, upon business conditions, earnings, and the financial condition of
the Company.

Item 3. Defaults Upon Senior Securities

Not applicable.

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

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

None.

Current
Report on Form 8-K dated April 15, 2002 filed with the Commission on the same day to report other events.

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SIGNATURES

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

Dated:
May 15, 2002

| |  | WORLDWIDE PETROMOLY, INC.
| |  | -------------------------
| |  | By:                      
| |  | By:                      

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