SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                  FORM 10-KSB/A

                                  AMENDMENT #1



                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934



                  For the fiscal year ended September 30, 2003
                        Commission file number: 000-26235

                                   REVA, INC.
             (Exact name of registrant as specified in its charter)

   Colorado                                        54-1921580
-------------------------                         --------------------
(State of incorporation)                          (I.R.S. Employer
                                                  Identification No.)

212 North Oak Street, Suite A, Roanoke Texas, 76262
---------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number: (817) 491-8385

           Securities registered pursuant to Section 12(b) of the Act:

                            Title of each class: None

                 Name of each exchange on which registered: N/A

           Securities registered pursuant to Section 12(g) of the Act:

                            Title of each class: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.

                      Yes  X        No
                         -----           ------

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation
S-B is not 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.

                         X
                       -----
<PAGE>

State issuer's revenues for its most recent fiscal year. $0

Transitional Small Business Disclosure Format:

                             ______ Yes ___X____ No


Aggregate market value of the voting stock held by non-affiliates of the
registrant as of September 30, 2003: $1,562,549 (approximately)

Number of outstanding shares of the registrant's no par value common stock, as
of December 31, 2003: 20,688,251

Number of outstanding shares of the registrant's Preferred shares as of
September 30, 2003:  none



<PAGE>



                                TABLE OF CONTENTS

                                                                         Page
                                     PART I

Item 1.       Description of Business                                     1

Item 2.       Properties                                                 11

Item 3.       Legal Proceedings                                          11

Item 4.       Submission of Matters to a Vote of Security Holders        11


                                    PART II

Item 5.       Market For the Registrants Common Stock and Related
              Stockholder Matters                                        11

Item 6.       Management's Discussion and Analysis of Financial
              Condition and Results Operations                           13

Item 7.       Financial Statements and Supplementary Data                14

Item 8.       Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                        29


                                    PART III

Item 9.       Directors and Executive Officers of the                    29
              Registrant

Item 10.      Executive Compensation                                     29


Item 11.      Security Ownership of Certain Beneficial
              Owners and Management                                      30

Item 12.      Certain Relationships and Related Transactions             32


                                    PART IV

Item 13.      Exhibits, Financial Statement Schedules and
              Reports on From 10-K                                       32


              SIGNATURES                                                 33

              CONSENT OF ACCOUNTANT                                      34


<PAGE>

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

REVA, Inc. ("REVA") was organized under the laws of the Commonwealth of Virginia
on July 16, 1997 as World Wide Video, Inc. On April 9, 1998, the Company was
re-incorporated in the State of Colorado. The shareholders of the Company
approved a name change to REVA in 2003 and a reverse split of one for 100 common
shares. The Company was approved for trading by NASD in November 2000 under the
name "World Wide Video" for the NASD's Over the Counter Bulletin Board (OTCBB).
In April 2003, the name was formally changed to REVA, Inc. REVA trades on the
OTCBB with the ticker symbol "RVIA." REVA's Corporate Headquarters, previously
located in Culpeper, Virginia has been relocated to new offices in Roanoke,
Texas as of November 2003. The Company has continued to designed and developed
technology products for the video communication market. In order to generate
on-going revenue through an installed customer base, REVA has signed a letter of
intent on July 27th 2003, to acquire BOLD Communications Networks, LLC (BOLD)
for an investment of $250,000 for 4,850,000 shares. Additionally, from October
1st to December 31st, 2003 BOLD has extended loans to REVA totaling $184,820.
REVA has agreed to issue additional shares of 3,696,400 for conversion of the
loans to equity. Additionally, a letter of intent was signed on October 8th,
2003 to acquire Regional Wireless Networks (RWN). These acquisitions are
intended to be finalized early in 2004.

REVA's technology is based on new and emerging custom chips and video
compression algorithms, that are used in the wireless delivery technologies
mode. REVA's base technology is designed to offer video entertainment on-demand
and video communication products, all based upon wireless Internet services to
residential and commercial clients in rural and semi-rural areas where broadband
access is offered at a limited access or termination bandwidth rate. REVA
believes it can use the Wireless base of customers of BOLD and Regional Wireless
to offer tailored products and services using REVA technology.

AFFILIATION WITH BOLD COMMUNICATIONS NETWORKS, LLC AND LETTER OF INTENT

A letter of intent with Bold Communications Networks, LLC. (BOLD) in July 2003
provided that REVA agreed to sell stock to Bold over a three-month interval
beginning on July 29, 2003 and ending September 30, 2003. The July stock sale
consisted of 150,000 Preferred shares at $0.10 per share ($15,000), and 850,000
Common shares at $0.05 per share ($1,700,000). In August 2003 2,000,000 Common
shares were sold to Bold at $0.05 per share ($100,000). The September 2003 stock
sale to Bold was 1,000,000 Common shares at $0.05 per share ($50,000). In
October 2003 REVA agreed to acquire BOLD for a "to be negotiated" number of
shares. REVA would acquire 100% of BOLD Communications Networks, LLC, its assets
and liabilities which includes its business, customers, staff, personnel,
wireless communications systems, and vehicles.

BOLD has control of REVA's Board of Directors and over 51% of the outstanding
shares (4,850,359 Restricted). BOLD, at this time, does not have any plans to
sell REVA's shares.

REVA held a Preferred Shareholder Special Meeting for Class A Preferred Shares
in September 2003 to approve the conversion of Class A Preferred Stock to Common
Stock on a 1:1 ratio. The conversion was approved. This resulted in corporate
liabilities being reduced by approximately $200,000.

<PAGE>


TERMS OF REGIONAL WIRELESS ACQUISITION

REVA (the Buyer) has agreed to acquire Regional Wireless Networks (RWN) a
wholly-owned subsidiary of NetEssentials, Inc. for a total cash consideration of
$105,000 paid accordingly: $25,000 paid upon execution of the Purchase and Sale
Agreement, $25,000 on October 31, 2003, $25,000 on February 2, 2004, $25,000 on
March 1, 2004 and $30,000 on March 31, 2004. Additionally, Reva Agreed to a six
month consulting agreement with NetEssentials, Inc., a wireless and integrator
consulting firm for $6,250 per month for each of the six months, a two year
non-compete agreement between the owner, NetEssentials, Inc/Cameron Deal
(Seller) and Reva, and stock consideration of REVA, Inc. of a market value of
$190,000 (at current market).

The parties agreed that the total cash consideration shall be adjusted up or
down, by no more than 25%(twenty-five percent) based upon the appraisal report
by an independent third party. The Seller will convey and transfer to Buyer,
upon execution of the Purchase & Sale Agreement, all accounts receivable,
customer lists, customer contacts, tower leases, fixed assets, trade names,
goodwill, vendor lists and intangible assets, free and clear of any and all
encumbrances and liens.


PROPOSED ACQUISITIONS

BOLD Communications Networks, LLC. has nine existing towers, with a coverage
area of 2,200 square miles, covering 20 communities. The potential customer base
inside of BOLD's coverage area is approximately 91,000 end-users. BOLD has
supplied services to a mostly residential market and this strategy will not
change. BOLD's market target is the 85% of its coverage area in rural areas
without any other available broadband access.

Regional Wireless Networks (RWN) has nine total towers and primarily supplies
commercial businesses with broadband solutions. The total potential customer
base inside of Regional Wireless Networks' coverage area is 2,300 square miles
covering nine communities and approximately 133,000 end-users. Reva believes the
infrastructure of this company can be enhanced to allow more customers in the
residential market to gain highly desirable broadband access where none is
available. RWN intends to increase its infrastructure in order to supply this
market as well as implement WiFi hotspots in Wichita Falls, the current
operating office for RWN.

BUSINESS DEVELOPMENT PLAN

Through acquisition and normal growth, REVA intends to increase its customer
base to generate revenue to both support its operation and provide the funds
necessary for investment into relevant technology to its business.


REVA is a service oriented, technology-based company and, as such, its major
focus and emphasis will be on sales and distribution of its system applications,
wireless communication and Internet solutions. Additional acquisitions and
strategic agreements are planned to improve cash flow, in pursuit of a growing
revenue steam.

The five markets chosen by REVA as having significant opportunity for quick
access and high market penetration are:

o        Wireless Internet Services
o        Video on Demand
o        Security Surveillance
o        Tele-Medicine
o        High Quality Compressed Video Storage Systems

<PAGE>

EXPANSION STRATEGY

REVA has adopted strategic and tactical business plans that will provide
guidance for accomplishing REVA's revenue, technology and market objectives. The
tactics are focused on meeting achievable objectives via acquisitions, mergers
with strategic partners, joint ventures and government contracts. REVA intends
to be a wireless Internet service provider dedicated to providing wireless
technology solutions, based on proposed acquisitions of RWN and BOLD.

REVA's 2004 Goals:

* Establish revenue streams and margins.

* Develop customers and distributors nationally.

* Supplement staffing with additional engineering,information technology, sales,
product/service support and administrative personnel as needed to advance REVA's
business plan.

* Enhance and broaden product lines and services through development of other
applications based on REVA's technology including, but not limited to, wireless
Internet services, video on demand, tele-health, high quality compressed video
storage systems and security and surveillance products.

* Implement REVA's business partnership program by pursuing marketing and
wireless technological alliances.

* Institute innovative marketing programs to major accounts including telephone
companies, governmental agencies, consumer electronics companies and residential
and commercial Internet clients.

o Research potential partnerships, alliances, mergers and acquisitions.
o Continue to acquire Government contracts that assist in the development
  of and enhancement of video compression technologies and applications.


PLAN OF OPERATION

Operational plans for REVA include:

* Enable consumers to acquire broadband solutions in areas where there are
little or no other options for doing so. This provides an immediate impact to
REVA's revenue stream as more clients, coverage locations, and service solutions
are implemented.

* Initiate a plan of growth by opening new offices at additional locations,
building strategic relationships with other companies, developing strategic
partners, exploring joint ventures with other communications companies and
acquiring governmental contracts and acquiring existing wireless companies.

* Utilize leading edge video compression and digital imaging technology to
integrate, sell and implement systems and solutions in the video en-tertainment,
communication, tele-medicine, and digital storage markets.

<PAGE>

REVA's management strongly believes in a program of continuous, intensive
product and market development and refinement. Significant market and R&D
efforts will be devoted to maintaining leadership in the targeted industries and
expanding Internet services and products to growing application areas. Hence,
additional Internet services and enhanced products can be used to retrofit and
improve existing systems and solutions, as well as providing ever-increasing
opportunities to acquire new customers and revenue streams from existing
customers.

REVA's initial strategy is to utilize wireless Internet technology and leading
edge video compression to integrate systems and solutions that satisfy specific
customer requirements. Products and services developed address customer's
technical needs, broadband accessibilities and provide cost effective solutions
to the customer.

REVA will develop its own wireless technology platforms and build strategic
alliances and to attempt to create more product and wireless Internet services,
applications and customer features. This new technology platform will raise the
expectation of wireless Internet and video compression to a new plateau,
bringing competitive broadband solutions to numerous semi-rural and rural areas
and providing quality low bandwidth video, approaching that of high quality,
high bandwidth video.


FUTURE PLANS

REVA maintains its original intent to research, develop, and supply governmental
agencies and commercial business with superior video compression technology for
uses in the video entertainment, tele-health, security and classified
governmental fields. Such funding sources will enhance the developed products
and provide an ongoing effort to maintain technological superiority.
Additionally, as a high-tech market leader, REVA provides high-speed Internet
connectivity to growing areas throughout, Colorado, Nebraska, Oklahoma,
Missouri, Kansas and other states in which there are little to no high-speed
Internet options. This market of opportunity is continually changing and REVA is
vigilant about scrutinizing every market into which it moves.


COMPETITION

Wireless broadband is a new, but rapidly growing service delivery. Most of the
growth occurs through a majority of wireless providers concentrated in urban
areas. The urban areas are where technology like cable modem and DSL technology
are most often deployed. REVA's Wireless will deploy at the next level out from
cities; hence, the primary competitors are slow speed telephone line
connections. In these regions, DSL and Cable modems are not competitors because
service is not expanded and delivered from the major urban areas.


ADVANTAGES OF WIRELESS TECHNOLOGY

The major players in the broadband market are Cable and Digital Subscriber Line
(also known as DSL) providers. These providers are limited in their own
technology. DSL is normally restricted to the service side of a 2.5-mile radius
from a Central Office, while Cable providers generally do not have cabling
routed to homes outside of a metropolitan area. This leaves a wide open market
in rural areas across the country. REVA will take advantage of the market
deficiencies of Cable and DSL providers.

<PAGE>

DSL and Cable, while fast, have their limitations and are not evolving beyond
what the technology historically offered. However, Wireless technology is
continually evolving and pushing the limit in communication trends. Wireless is
the newest technology and will continue to improve and evolve as it eliminates
the last mile issue with wired connections.


CONSTANT EVOLUTION OF TECHNOLOGY

Another positive aspect of Wireless technology is that the evolution is
constant. Wired technology has not improved in years. DSL providers have been
unable to surpass the 12,500-foot limit for at least five years. Wireless
technology continually pushes its boundaries to improve throughput, range and
implementation. There are already various solutions and protocols in the
Wireless market and more are constantly being implemented.

The primary Wireless solution is based on the 802.11 Protocol that has more than
eight subsets. Another solution is the 802.16. Drafts are currently being
developed, but two subsets have already been defined. Major computer companies
such as Intel(R), Motorola(R) and Microsoft(R) push the Wireless technology
solutions constantly with these companies already making changes for the better
in the 802.16 protocols.

All Wireless protocols have encryption built into them. Wired solutions now have
built-in encryption. The 802.11 protocols have Wired Equivalent Privacy (WEP)
encryption built-in and many vendors are creating and implementing newer,
stronger encryption solutions such as the Wired Application Protocal (WAP)
encryption.

Research into the viability of Wireless solutions shows an emerging market about
to become main-stream. Thus, the time to initiate such an endeavor is now.
Within a year, Wireless home networks will outpace Wired networks for the first
time. Research shows this Wireless trend continuing to outpace Wired home
networks for the foreseeable future. REVA will take advantage of this trend and
create a revenue stream for itself in the process.


ITEM 2. PROPERTIES

Substantially the majority of the Company offices are located in leased
premises.
The Company's principal office was located at 127 West Davis Street, Culpeper,
Virginia, 22701 through October 2003. The Company leased the office space under
one lease. The rent was approximately $1,350 plus utilities.

In 2003 the Company moved its headquarters to 212 North Oak Street, Suite A,
Roanoke, Texas 76262. A lease has been signed and the rent is approximately
$2,625 plus utilities.

ITEM 3. LEGAL PROCEEDINGS

The Company is not involved in any ongoing, pending or threatened legal
proceedings that could reasonably be expected to have a material adverse effect
on the Company's financial condition or operations.


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

The Company held a Special Meeting of Shareholders on April 14th, 2003, at which
shareholders approved Amendments to the Articles of Incorporation implementing a
one for one hundred reverse split and a corporate name change to REVA, Inc.

<PAGE>

                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The following table sets forth, for the periods indicated, the high and low sale
prices per share for the Common Stock as reported by the NASD's OTCBB:

<TABLE>
<CAPTION>

Fiscal 2003                                                    Name          High        Low
 -----------                                                    ----          ----        ---

<S>                                                             <C>           <C>        <C>
First Quarter (October 1, 2002 through December 31, 2002)       WWVD        $0.024     $0.0009
Second Quarter (January 1, 2003 through March 31, 2003)         WWVD        $0.016     $0.0030
Third Quarter (April 1, 2003 through May 12, 2003)              WWVD        $0.005     $0.0011
    100:1 Reverse Split and Name Change to RVIA
Third Quarter (May 13, 2003 through June 30, 2003)              RVIA        $0.650     $0.1300
Fourth Quarter (July 1, 2003 through September 30, 2003)        RVIA        $0.420     $0.1000

</TABLE>


As of September 30, 2003, there were 8,680,829 Common shares outstanding and
100,000,000 authorized. As of September 30, 2003, there were no Preferred shares
outstanding.

As of September 30, 2003, there were approximately 251 holders of record of
Common Stock. There are no dividends being paid for Common Stock.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K CONCERNING THE COMPANY'S BUSINESS
OUTLOOK OR FUTURE ECONOMIC PERFORMANCE; ANTICIPATED PROFITABILITY, GROSS
BILLINGS, COMMISSIONS AND FEES, EXPENSES OR OTHER FINANCIAL ITEMS; AND
STATEMENTS CONCERNING ASSUMPTIONS MADE OR EXCEPTIONS AS TO ANY FUTURE EVENTS,
CONDITIONS, PERFORMANCE OR OTHER MATTER ARE "FORWARD-LOOKING STATEMENTS" AS THAT
TERM IS DEFINED UNDER THE FEDERAL SECURITIES LAWS. FORWARD-LOOKING STATEMENTS
ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN SUCH STATEMENTS. SUCH RISKS,
UNCERTAINTIES AND FACTORS INCLUDE, BUT ARE NOT LIMITED TO, (I) THE UNCERTAIN
PRODUCT AVAILABILITY IN A TIMELY MANNER, (II) PERFORMANCE, (III) THE UNCERTAIN
PRODUCT ACCEPTANCE BY THE CUSTOMER, (IV) COMPETITION, (V) THE COMPANY'S
AVAILABILITY TO RAISE THE NECESSARY FUNDS, (VI) UNKNOWN PARTS AND COMPONENT
AVAILABILITY, (VII) THE LOSS OF SERVICES OF CERTAIN KEY INDIVIDUALS COULD HAVE A
MATERIAL ADVERSE EFFECT ON THE COMPANY'S BUSINESS, FINANCIAL CONDITION OR
OPERATING RESULTS, (VIII) LITIGATION.

<PAGE>


OVERVIEW

The fiscal year began October 1st, 2002. At that time, the company operated as
World Wide Video (WWV). Lack of cash flow and interested clients was a major
concern. We continued to produce prototypes and pre-production quality units,
but apparently the pricing was not market competitive, potential partners did
not have funding available, and the profit margins were not high enough on the
first round production products.

On the engineering and technology development side, acquired government
contracts that the Company procured and worked on failed to be completed in a
timely manner. Much needed proceeds from these contracts never materialized
within an acceptable time table.

The company underwent a program to introduce its products to potential large
clients to no avail. The other initiative was to find potential investors and to
perhaps, sell the company. Several potential acquisition clients from Europe,
New York, Texas, and New Jersey emerged. In July, Bold Communication Networks,
L.L.C began serious negotiations with REVA. A letter of intent was signed for an
investment of $250,000 for 4,850,000 shares. The Company intends to acquire BOLD
in a share exchange, and final terms are being negotiated currently.

FINANCIAL GOALS.  The Company intends to attempt to carry out the following in
the coming year, with its proposed acquisition of RWN and BOLD.

Strengthen existing market base
  - Acquire products/customers
  - Expand markets and products
  - Maintain sales focus for currently offered services with * marketing efforts
    * advertisements * direct sales



RESULT OF OPERATIONS

The year ended September 30, 2003 compared to the year ended September 30, 2002:
The Company had sales of $51,809 for the year ended September 30, 2003, compared
to sales of $50,931 for the year ended September 30, 2002.

Product development costs decreased to $171,019 for the year ended September 30,
2003 down $957,105 from product development cost of $1,128,124 for the year
ended September 30, 2002. Included in these amounts, salaries and subcontractor
costs amounted to $158,055 for the year ended September 30, 2003, down $856,613
from salaries and subcontractor costs of $1,014,668 for the year ended September
30, 2002. These reductions occurred due to the Company's decision to discontinue
development of product lines utilizing older technologies.

General and administrative expenses were $1,139,821 for the year ended September
30, 2003, compared to $1,069,311 in September 30, 2002, an increase of $70,510,
as the Company continued to incur significant overhead costs and costs relating
to its operational restructuring. Included in those costs is a write-down of
inventory in fourth quarter of the year ended September 30, 2003 amounting to
$252,530.

REVA held a Preferred Shareholder Special Meeting for Class A Preferred Shares
in September 2003 to approve the conversion of Class A Preferred Stock to Common
Stock on a 1:1 ratio. The conversion was approved. This resulted in corporate
liabilities being reduced by approximately $160,000.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal capital requirements in 2003 have been to fund design of
products, working capital, marketing of products, overhead costs and costs
related to its operational restructuring.

Net cash used in operating activities for the years ended September 30, 2003 and
2002 was ($272,368) and ($770,833), respectively. The reduction in cash used in
operating activities in 2003 was primarily due to reduced costs related the
Company's decision to discontinue development of product lines utilizing older
technologies.

Net cash used in investing activities for the years ended September 30, 2003 and
2002 was ($2,926) and ($8,529), respectively.

Net cash provided by financing activities for the years ended September 30, 2003
and 2002 was $379,500 and $758,927 respectively, as the Company slowed its pace
of raising outside capital as cash requirements decrease due to lower operating
costs.

As of September 30, 2003, the Company owed salaries to officers and employees in
the amount of $108,926 down $160,833 from salaries and other amounts due to
officers and employees of $269,759 as of September 30, 2002.



ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TO BE SUPPLIED BY ACCOUNTANT AND AUDITORS

See pages F-1 - F-14 attached hereto and incorporated herein by this reference.


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

 Effective on October 15, 2003, Robert N. Whitnell was dismissed as the
principal accountant engaged to audit the financial statements of Reva, Inc.
(the "Company"). Robert N. Whitnell performed no audits of the Company's
financial statements for any fiscal year. During this period and the subsequent
interim period prior to their dismissal, there were no disagreements with Robert
N. Whitnell on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements if not
resolved to Robert N. Whitnell's satisfaction would have caused Robert N.
Whitnell to make reference to this subject matter of the disagreements in
connection with Robert N. Whitnell's report, nor were there any "reportable
events" as such term is defined in Item 304(a)(1)(iv) of Regulation S-K,
promulgated under the Securities Exchange Act of 1934, as amended ("Regulation
S-K").

The Company has requested Robert N. Whitnell to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made above by the Company. A copy of such letter, dated
October 16, is filed with this Form 8-K.

On October 16, 2003, the Company engaged Davis Kinard and Company to audit the
Company's financial statements. Prior to its engagement, the Company had not
consulted with Davis Kinard and Company with respect to: (i) the application of
accounting principles to a specified transaction, either completed or proposed;
(ii) the type of audit opinion that might be rendered on the Company's financial
statements; or (iii) any matter that was either the subject or disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as
described in Item 304(a)(1)(iv) of Regulation S-K.

<PAGE>

Board of Directors of the Company approved the change in accountants described
herein.

Effective on October 15, 2003, Robert N. Whitnell was dismissed as the principal
accountant engaged to audit the financial statements of Reva, Inc. (the
"Company"). Robert N. Whitnell performed no audits of the Company's financial
statements for any fiscal year. During this period and the subsequent interim
period prior to their dismissal, there were no disagreements with Robert N.
Whitnell on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements if not
resolved to Robert N. Whitnell's satisfaction would have caused Robert N.
Whitnell to make reference to this subject matter of the disagreements in
connection with Robert N. Whitnell's report, nor were there any "reportable
events" as such term is defined in Item 304(a)(1)(iv) of Regulation S-K,
promulgated under the Securities Exchange Act of 1934, as amended ("Regulation
S-K").

The Company has requested Robert N. Whitnell to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made above by the Company. A copy of such letter, dated
October 16, is filed with this Form 8-K.

On October 16, 2003, the Company engaged Davis Kinard and Company to audit the
Company's financial statements. Prior to its engagement, the Company had not
consulted with Davis Kinard and Company with respect to: (i) the application of
accounting principles to a specified transaction, either completed or proposed;
(ii) the type of audit opinion that might be rendered on the Company's financial
statements; or (iii) any matter that was either the subject or disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as
described in Item 304(a)(1)(iv) of Regulation S-K.

Board of Directors of the Company approved the change in accountants described
herein.


ITEM 8A.   CONTROLS AND PROCEDURES


     The management of the company has evaluated the effectiveness of the
issuer's disclosure controls and procedures as of a date within 90 days prior to
the filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date.

     There were no significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of the
most recent evaluation of such, including any corrective actions with regard to
significant deficiencies and material weaknesses.


<PAGE>


                                    PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

As of September 30, 2003 the following hold office as Officers and Directors.

Name                     Age     Position
-----                    ---     --------
James E. Ontiveros       55     President and Chairman of the Board, Director
John G. Perry            57     Chief Executive Officer, Director, CFO(1)(3)
Frank A. Maas            58     Vice President of Engineering,
                                Secretary/Treasurer(1)(2)
Don Dansby               58     Director


(1)      Resigned as a Director effective January 16, 2004
(2)      Resigned as Vice President Engineering and Secretary/Treasurer, and
         Chairman of the Board October 1, 2003
(3)      Resigned as Chief Executive Officer, CFO January 16, 2004

James Ontiveros, President and Chairman of the Board of Directors, is a 1975
graduate of Texas Tech University. He continued on to graduate studies at
Instituto Nacional de Administracion de Empresas in 1977. He was employed in
banking/financing from 1984 to 1996 with Banco Nicaraquenese and Bank of America
in Latin America, Asia and the United States. In 1987, Mr. Ontiveros began his
career in telecommunications with SATELCO, a microwave telecom company that
subsequently merged with ATC/LDDS. The Telecom experience took a fast track as
Mr. Ontiveros' joined Sprint, then Wiltel and eventually MCI, working the areas
of Quality Assurance Management, Major Accounts and National Accounts. In 1993,
Mr. Ontiveros began his entrepreneur journey as he joined Network Concepts, Inc.
of St. Louis, Missouri. This offered him an international opportunity in Mexico
and Latin America. This included experience with telecommunication equipment
providers in the United States as well as internationally. This company provided
evolutions including spin-offs into the voice over IP technology with Multi-Net
Solutions and Vista Net LLC and subsequently Global Transmedia Communications
Corporation from Florida.

Mr. Ontiveros' newest venture focuses in providing wireless Internet services
and his experience in organization and business development add management and
marketing strength to the REVA team.

John G. Perry founded  World Wide Video,  Inc. of Virginia,  in 1997,  and World
Wide Video,  Inc. of Colorado,  in 1998,  and has served as President and on the
Board of Directors since that time. Mr. Perry has a B.S. in  Mathematics,  1967,
from  Randolph-Macon  College  and a M.S. in Computer  Science,  1976,  from the
University of Maryland.

Frank A. Maas founded  World Wide Video,  Inc. of Virginia,  in 1997,  and World
Wide Video,  Inc. of  Colorado,  in 1998,  and has served as Vice  President  of
Engineering  and as the Chairman of the Board of Directors  since that time. Mr.
Maas  has a B.S.  in  Electrical  Engineering,  1967,  from  Case  Institute  of
Technology.  Mr. Maas has over 35 years in computer  and  communication  systems
research and over 10 years experience in video compression.

Don W.  Dansby,  age 58,  attended  Navarro  Junior  College  from  1963-65  and
University  of Texas from  1965-66 and from  1968-70  where he achieved a BBA in
1970, with an accounting major. Mr. Dansby has been  self-employed as a CPA from
1974 to the  present.  He was  appointed  CFO of Bold  Communications  Networks,
L.L.C. in March 2003. He has been a Director of Legend  Bancorp,  Inc. of Bowie,
Texas since 1993.

ITEM 10.  EXECUTIVE COMPENSATION

(a) Officers' Compensation

   Compensation paid by the Company for all services provided up to December 31,
2003, (1) to each of the executive officers and (2) to all officers as a group.


<PAGE>



<TABLE>
<CAPTION>

                             SUMMARY COMPENSATION TABLE OF EXECUTIVES
                        Cash Compensation             Security Grants
----------------------------------------------------------------------------------------------------------
<S>          <C>    <C>     <C>   <C>         <C>             <C>               <C>            <C>        <C>
Name and      Year  Salary  Bonus   Annual    Restricted      Securities        Long Term        LTIP    All Other
Principal                           Compensation Stock        Underlying        Compensation/  Payments  Compensation
/Other($)    Awards    Options/             Options
Position                                                    SARs(#)
                                    (SHARES)
----------------------------------------------------------------------------------------------------------
John Perry,   2001  70,950   0           0     0         0                0              0              0
Former CEO    2002  20,000    0           0     0         0                0              0              0
(resigned     2003  43,000         0           0     0         0                0              0              0
2004)
-------------------------------------------------------------------------------------------------------------
Frank Maas    2001  40,000    0           0     0         0                0              0              0
Former        2002  0         0           0     0         0                0              0              0
Secretary     2003  43,000         0           0     0         0                0              0              0
(resigned 2004)
-------------------------------------------------------------------------------------------------------------
James         2001  0         0           0     0         0                0              0              0
Ontiveros     2002  0         0           0     0         0                0              0              0
President/CEO 2003  0         0           0     0         0                0              0              0
-------------------------------------------------------------------------------------------------------------
Don Dansby,   2001  0         0           0     0         0                0              0              0
Secretary/    2002  0         0           0     0         0                0              0              0
Treasurer     2003  0         0           0     0         0                0              0              0
-------------------------------------------------------------------------------------------------------------
</TABLE>


   There have been no Option/SAR grants or exercises in the last fiscal year
reportable under Reg. S-B, 402(c) or (d).

(b) Directors' Compensation

     Directors who are also officers of Reva, Inc. receive no cash  compensation
for  services as a director.  However,  the  directors  will be  reimbursed  for
out-of-pocket  expenses  incurred in  connection  with  attendance  at board and
committee meetings. The Company has granted options to directors under its Stock
Incentive Plan subsequently adopted.


<PAGE>


<TABLE>
<CAPTION>

                     SUMMARY COMPENSATION TABLE OF DIRECTORS
                             (To December 31, 2002)

                        Cash Compensation               Security Grants
-------------------------------------------------------------------------------------------------------------
<S>               <C>               <C>                       <C>        <C>               <C>       <C>
Name and Year     Annual            Meeting Consulting        Number     Securities        LTIP      All Other
Principal         retainer Fees ($) Fees/Other                of         Underlying        Payments  Compensation
Position          Fees ($)          Fees($)                   Shares (#) Options/SARs(#)
                                                              (SHARES)
------------------------------------------------------------------------------------------------------------
John Perry,    2001    0          0        0           0           0                 0              0
Director       2002    0          0        0           0           0                 0              0
(resigned)     2003    0          0        0           0           0                 0              0
-------------------------------------------------------------------------------------------------------------
Frank Maas,    2001    0          0        0           0           0                 0              0
Director       2002    0          0        0           0           0                 0              0
               2003    0          0        0           0           0                 0              0
------------------------------------------------------------------------------------------------------------
James          2001    0          0        0           0           0                 0              0
Ontiveros
Director       2002    0          0        0           0           0                 0              0
               2003    0          0        0           0           0                 0              0
------------------------------------------------------------------------------------------------------------
Don Dansbury,  2001    0          0        0           0           0                 0              0
Director       2002    0          0        0           0           0                 0              0
               2003    0          0        0           0           0                 0              0
-----------------------------------------------------------------------------------------------------------
Directors as a 2001    0          0        0           0           0                 0              0
group          2002    0          0        0           0           0                 0              0
               2003    0          0        0           0           0                 0              0
------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


   There have been no Option/SAR grants or exercises in the last fiscal year
reportable under Reg. S-B, 402(c) or (d).

There have been no activities in these areas to date:
         Retirement Plans
         Termination Payments
         Stock Options/SAR Grants
         Aggregate/SAR Exercise and Fiscal Year-End Options/SAR Value
         Long-Term Incentive Plan
         Pension Plan


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON STOCK

a) The following sets forth information with respect to the Company's Common
Stock beneficially owned by each Officer and Director, and by all Directors and
Officers as a group.

Officers and Directors
<TABLE>
<CAPTION>

Title      Name of                                                               Amount      Percent
  of       Beneficial                    Nature of                                  of
Class      Owner                         Beneficial Ownership                    Class
------     ----------                    --------------------                    -----       -------
<S>                                      <C>                                     <C>           <C>
Common      John G. Perry                Founder, former President, & former     4,040       <.5%
            520 Cromwell Court           Director (Includes 3,000 owned by Ellen
            Culpeper, VA 22701           L. Perry, his spouse)

Common      Frank A. Maas                Founder, former Vice President, &       24,420       <.10%
                                         Former Chairman of the Board of Directors
            808 Culpeper Avenue          (Includes 1,000 owned by Barbara
            Fredericksburg, VA 22405     Maas, his spouse)

Common      James E. Ontiveros  (1)      Indirect (see note below)               4,850,359    56%

Common      Don W. Dansby                Indirect (see note below)               4,850,359    56%
---------   ------------                 ----------------                       ----------    -----
Officers and Directors as a Group                                               4,858,359     51%
</TABLE>

(1) 4,850,359 shares owned by Bold Communications which is beneficially owned by
James Ontiveros and Don Dansby.

<PAGE>

b)  The following sets forth other entities that own 5% or more of the outstand-
ing shares of Registrant's Common Stock as of 9/30/03.

<TABLE>
<CAPTION>

<S>         <C>                                          <C>                <C>            <C>
Common      Bold COMMUNICATIONS NETWORKS LLC             Directly           4,850,359      56%
            1803 South Trinity, Decatur Texas 76234      owned
            (Beneficially deemed James Ontiveros and Don Dansby as Managers
            of Bold Communications Networks, LLC.)
</TABLE>

COMMON WARRANTS (non voting until exercised)

Officers and Directors (none)

PREFERRED STOCK (none)

PREFERRED WARRANTS (none)

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Restated to reflect reverse stock slit


QUARTER           SHARES           TYPE             PRICE    CONSIDERATION TOTAL

Quarter 1         281,100          S-8 Registered    1.1263   316,615
                  44,500           Restricted        1.1124   49,500

Quarter 2         44,000           S-8 Registered    0.6200   27,280
                  105,000          Restricted        0.4762   50,000

Quarter 3         232,100          S-8 Registered    0.1725   40,030
                  -                Restricted        -        -

Quarter 4         1,720,000        S-8 Registered    0.1000   172,000
                  4,995,091        Restricted        0.0531   265,000
---------------------------------------------------------------------
Total             7,421,791                                   920,425

(1) The restricted shares issued as listed above were issued in reliance upon
exemptions contained in Sections 4(2) and 4(6) of the Securities Act of 1933 to
persons whom the company believed were accredited investors and for which
subscriptions were received, which asserted that the purchasers were purchasing
for their own account for investment purposes and not with a view to resell or
redistributed the shares purchased.

(2) The shares registered on Form S-8 were issued for services rendered by
employees, consultants and professionals pursuant to plans as attached to the
S-8 Registration Statements.

(3) On June 5, 2003, 996,400 restricted shares were issued for a subscription
$84,694 as part of the a private placement. The shares involved are restricted
"144" shares. As of this 9/30/03 all shares issue on 6/5/03 has been canceled
for lack of complete payment. Only $20,000 was received and shares (276,817)
were issued for that amount in Q4.

(4) The total of $124,694 also includes 350,000 shares of restricted stock
issued as payment for services.

Between July 2003 and the end of the year, common stock was sold via a private
placement to BOLD Communications Networks, LLC. The private placement was
$250,000 for 4,750,000 common shares at $0.05 per share and 150,000 preferred
shares at $0.10 per share. In September, BOLD received 150,000 common shares in
consideration of its preferred shares and another 359 common shares for the
accrued interest. The total number of REVA shares owned by BOLD as of September
30, 2003 was 4,850,359.

<PAGE>

Don Dansby and James Ontiveros, Managers and majority owners of BOLD
Communications Networks, LLC. became Officers and Directors of REVA in August
2003. BOLD Controls Majority of the Stock and Control of the Board of Directors.
BOLD has entered into a letter of intent to be acquired by REVA, but final terms
have not been completed.

James Ontiveros receives $9,000 per month from Reva as base salary effective
October 1, 2003.

REVA held a Preferred Shareholder Special Meeting for Class A Preferred Shares
in September 2003 to approve the conversion of Class A Preferred Stock to Common
Stock on a 1:1 ratio. The conversion was approved. This resulted in corporate
liabilities being reduced by approximately $200,000.

This also resulted in 272,781 shares being issued for preferred stock held (1 to
1) and for dividends, 480,986 common shares( @ $0.30 per share for a total of
$144,295).

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Colorado Corporation Act and Company by-laws offer protection by way of
indemnification to any officer, director or employee of the Company. The
indemnification extends to expenses, including attorney's fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with an action, suit or proceeding if the party acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Company and with respect to any criminal proceeding if the party had no
reasonable cause to believe the conduct was unlawful.

The general effect of the above indemnification provisions allow the employees,
directors, and officers of the Company to function and engage in the day to day
business activities of the Company knowing the Company will offer protection
against the threat or event of litigation subject to the limitations that said
individual must exercise good faith and reasonableness.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 or Securities Exchange Act of 1934 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K

                        FINANCIAL STATEMENTS AND EXHIBITS

The following documents are filed as a part of this report:

   1. Audited Financial Statements: (See PART II ITEM 7)

   2. Additional Financial Statement Schedules: None

   3. SK Exhibits (See Below)

   4. Supplemental Oil and Gas Information - None.

<PAGE>

                                    FINANCIAL STATEMENTS AND EXHIBITS

The following documents are filed as a part of this report:
   1. Audited Financial Statements: (See PART II ITEM 7)

   2. Additional Financial Statement Schedules: None

   3. SK Exhibits (See Below)

   4. Supplemental Oil and Gas Information - None.


                                   SK EXHIBITS

  3.1    Articles of Incorporation of World Wide Video, Inc. (Colorado)*

  3.2    Bylaws of World Wide Video, Inc. (Colorado)*

  3.3    Articles of Incorporation of World Wide Video, Inc. (Virginia)*

  3.4    Bylaws of World Wide Video, Inc. (Virginia)*



 10.2    Share Exchange Agreement*

31     Sarbanes-Oxley Certification

32     Sarbanes-Oxley Certification


WORLD WIDE VIDEO, INC. 2001 STOCK OPTION PLAN
     Incorporated by reference to Exhibit 4.1 to the Form S-8 filed by the
     Company on November 7, 2001.

WORLD WIDE VIDEO, INC. 2002 STOCK OPTION PLAN
     Incorporated by reference to Exhibit 4.1 to the Form S-8 filed by the
     Company on April 4, 2002.

WORLD WIDE VIDEO, INC. 2003 STOCK OPTION PLAN
     Incorporated by reference to Exhibit 4.1 to the Form S-8 filed by the
     Company on July 25, 2002.

2002 STOCK OPTION AND COMPENSATION PLAN OF WORLD WIDE VIDEO, INC. Incorporated
     by reference to Exhibit 4.1 to the Current Report on Form S-8 filed by the
     Company on October 9, 2002.

2002 STOCK OPTION AND COMPENSATION PLAN OF WORLD WIDE VIDEO, INC. Incorporated
     by reference to Exhibit 4.1 to the Amended Current Report on Form S-8/A
     filed by the Company on October 10, 2002.

<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

General.  Davis,  Kinard, & Co., LLC., CPAs is the company's  principal auditing
accountant  firm. The Company's  Board of Directors has  considered  whether the
provisions  of audit  services is  compatible  with  maintaining  the  auditors'
independence.

Audit Fees.  Davis,  Kinard, & Co., LLC. billed the Company $12,500 for the 2003
audited  which was paid  after the  September  30,  2003  audit.  The  Company's
previous auditor,  Thompson,  Greenspon & Co. billed the Company  $21,764.37 for
the  2002  audited  which  was  paid in  2003.  For the  following  professional
services: audit for the annual financial statement of the Company for the fiscal
year ended  September  30, 2003 and review of the interim  financial  statements
included in quarterly  reports on Form 10-QSB for the perios ended  December 31,
2002, March 31, 2003, and June 30, 2003.

There were no audit related fees in 2002 or 2003, and there were no tax fees or
other fees in 2002 or 2003.

The Company's Board acts as the audit committee and had no "pre-approval
policies and procedures" in effect for the auditors' engagements for the audit
years 2002 and 2003. All audit work was performed by the auditors' full time
employees.




<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.



January 23, 2004

                                        REVA, INC.


                                        /s/ James Ontiveros
                                       ----------------------------------
                                       James Ontiveros, CEO



                                        Directors:



                                        /s/ James E. Ontiveros
                                        ------------------------------------
                                        James E. Ontiveros, Director


                                        /s/ Donald W. Dansby, CPA
                                        ------------------------------------
                                        Donald W. Dansby, Director


<PAGE>



                            Davis, Kinard & Co., P.C.
                           400 Pine Street, Suite 600
                                Abilene, TX 79601


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors
Reva, Inc.

We have audited the accompanying balance sheet of Reva, Inc. (the Company) as of
September 30, 2003 and the related statement of operations, stockholders' equity
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements of Reva, Inc. as of September 30, 2002 and for the years ended
September 30, 2002 and 2001, were audited by other auditors whose report dated
January 9, 2003 on those statements included an explanatory paragraph that
described the continued losses of the Company as discussed in Note 2 to the
financial statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we 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. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Reva, Inc. (a Colorado
corporation) at September 30, 2003, and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered continued losses that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


                                         /s/ DAVIS, KINARD & CO. P.C.
                                         DAVIS, KINARD & CO. P.C.




January 8, 2004
Abilene, Texas



F-1

<PAGE>
<TABLE>
<CAPTION>



                                   REVA, INC.
                                 Balance Sheets
                           September 30, 2003 and 2002




ASSETS                                                                                  2003                2002
                                                                               -----------------------------------------
<S>                                                                       <C>                     <C>

Current Assets
    Cash and cash equivalents                                                    $       105,543  $          1,337
    Inventories                                                                                -           241,147
    Prepaid assets and fees                                                                    -             1,065
    Advances and other receivables                                                             -            22,561
                                                                          ----------------------   ---------------
         Total Current Assets                                                            105,543           266,110
                                                                                ----------------    --------------

Property and Equipment                                                                   129,566           130,116
    Computers and equipment                                                               16,408            16,408
                                                                               -----------------    --------------
    Software                                                                             145,974           146,524
         Total Cost                                                                     (131,479)          (73,990)
                                                                                 ---------------    --------------
    Less accumulated depreciation
         Net Property and Equipment                                                       14,495            72,534
                                                                               -----------------    --------------

Other Assets
    Technology licenses, net of accumulated amortization                                       -            13,125
    Deposits                                                                                   -             1,695
                                                                          ----------------------   ---------------
         Total Other Assets                                                                    -            14,820
                                                                          ----------------------    --------------

Total Assets                                                                   $         120,038    $      353,464
                                                                                =================    =============

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
    Accounts payable and accrued expenses                                       $        194,262    $      178,450
    Due to officers and employees                                                        108,926           269,759
    Preferred dividend payable                                                                 -           110,881
                                                                          ----------------------    --------------
         Total Current Liabilities                                                       303,188           559,090
                                                                                ----------------    --------------


Stockholders' Deficit
    Common stock, par value $0.01; 100,000,000 shares authorized; 8,680,829
       issued and outstanding at September 30, 2003;
       464,556 issued and outstanding at September 30, 2002                               86,808             4,646

    Preferred stock, 6% cumulative, par value $0.01; 10,000,000 authorized;
       189,447 shares, issued and outstanding at September 30, 2002;
       no shares issued and outstanding at September 30, 2003                                  -             1,894
    Additional paid in capital                                                         5,814,477         4,954,770
    Unearned compensation                                                                      -          (163,958)
    Accumulated deficit                                                               (6,084,435)       (5,002,978)
                                                                                  --------------    -------------- -
         Total Stockholders' Deficit                                                    (183,150)         (205,626)
                                                                                 ---------------   ---------------

Total Liabilities and Stockholders' Deficit                                     $        120,038  $        353,464
                                                                                 ===============   ===============
</TABLE>


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

F-2


<PAGE>
<TABLE>
<CAPTION>



                                   REVA, INC.
                            Statements of Operations
                  Years Ended September 30, 2003, 2002 and 2001





                                                                      2003             2002              2001
                                                                ---------------- ----------------  ----------------
<S>                                                        <C>                  <C>                  <C>

Sales                                                           $         51,809 $         50,931$                  -

Product Development Costs
    Salaries and benefits                                                123,468          341,175           481,537
    Subcontractors34,587                                                 673,493           24,334
    Other developmental costs                                             12,964          113,456             2,788
                                                                ----------------   --------------    --------------
        Total Product Development Costs                                  171,019        1,128,124           508,659

General and Administrative Expenses
    Office                                                                 4,633            5,472            68,933
    Marketing and sales                                                   58,661          112,052            39,995
    Professional services                                                620,365          756,179            73,607
    Occupancy                                                             52,343           51,062            45,488
    Depreciation and amortization                                         71,540           49,351            48,126
    Utilities and telephone                                               38,963           26,128            20,731
    Insurance                                                             17,651           24,183            27,980
    Inventory write-down                                                 252,530                -                 -
    Other                                                                 23,135           44,884            37,286
                                                                ----------------  ---------------    --------------
        Total General and Administrative Expenses                      1,139,821        1,069,311           362,146
                                                                  --------------    -------------     -------------

        Total Costs and Expenses                                       1,310,840        2,197,435           870,805
                                                                  --------------    -------------     -------------

        Loss from Operations                                          (1,259,031)      (2,146,504)         (870,805)

Other Income, net         210,871                                        399,392           87,610
                  ---------------                                 --------------    -------------

Loss Before Income Taxes                                              (1,048,160)      (1,747,112)         (783,195)

Income Taxes                                                                   -                    -                   -
                                                           --------------------------------------------------------------

Net Loss                                                              (1,048,160)      (1,747,112)         (783,195)

Dividends, Preferred Stock                                                33,297          110,880            32,310
                                                                ----------------   --------------   ---------------

Loss Available to Common Stockholders                              $  (1,081,457)   $  (1,857,992)$        (815,505)
                                                                    ============     ============  ================

Basic and Diluted Net Loss Per Share                           $          (0.76)$          (7.41)$            (6.11)
                                                                ===============  ===============  =================

Average Common Shares Outstanding                                      1,425,989          250,897           133,499

</TABLE>


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

F-3

<PAGE>
<TABLE>


                                           REVA, INC.
                               Statements of Stockholders' Equity
                          Years Ended September 30, 2003, 2002 and 2001


                                                                Cumulative   Additional
                                         Common     Common       Preferred     Paid in       Unearned      Accumulated
                                         Shares      Stock         Stock       Capital       Compensation   Deficit       Totals
                                       -----------  -----------  ------------ -------------   ------------  ------------------------
<S>                                    <C>         <C>         <C>        <C>          <C>          <C>            <C>

Balance, September 30, 2000               111,500  $    1,115  $   1,211  $  2,238,694  $       -   $  (2,377,110) $     (136,090)

Sale of common stock                       35,900       359          -       246,341            -             -           246,700
Stock options exercised                     1,300        13          -        13,187            -             -            13,200
Contributed services                       27,200       272          -       431,907            -             -           432,179
Unearned compensation                           -         -          -             -     (193,882)            -          (193,882)
Dividend, cumulative preferred shares           -         -          -             -            -       (32,310)          (32,310)
Net loss                                        -         -          -             -            -      (783,195)         (783,195)
                                       ----------  ----------------------------------     --------------------------- ------------

Balance, September 30, 2001               175,900     1,759      1,211     2,930,129     (193,882)   (3,192,615)         (453,398)

Contributed services                      206,446     2,064          -     1,266,674       29,924             -         1,298,662
Sale of common stock                       81,560       816          -       342,157            -             -           342,973
Sale of preferred stock                         -         -        683       409,317            -             -           410,000
Stock options exercised                       650         7          -         6,493            -             -             6,500
Dividend, cumulative preferred shares           -         -          -             -            -       (63,251)          (63,251)
Net loss                                        -         -          -             -            -    (1,747,112)      ( 1,747,112)
                                       ---------- ----------------------------------------------------------------  -------------

Balance, September 30, 2002               464,556     4,646      1,894     4,954,770     (163,958)   (5,002,978)         (205,626)

Contributed services                    2,277,200    22,772          -       533,153            -             -           555,925
Sale of common stock                    5,144,591    51,446          -       313,054            -             -           364,500
Sale of preferred stock                         -         -      1,500        13,500            -             -            15,000
Preferred stock returned                        -         -       (666)            -            -             -              (666)
Dividend, cumulative preferred shares           -         -      4,809             -            -       (33,297)          (28,488)
Conversion of preferred stock to common   753,667     7,537     (7,537)            -            -             -                 -
Rounding, stock split                      40,815       407          -             -            -             -               407
Cancellation of unearned compensation           -         -          -             -      163,958             -           163,958
Net loss                                        -         -          -             -            -    (1,048,160)       (1,048,160)
                                       ---------- -----------------------------------------------------------------  ------------

Balance, September 30, 2003             8,680,829  $ 86,808$         -  $ 5,814,477  $          -   $(6,084,435)$        (183,150)
                                       ==========   ======= ============ =========== ================ ============= ==============
</TABLE>


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

F-4

<PAGE>

<TABLE>
<CAPTION>


                                           REVA, INC.
                                    Statements of Cash Flows
                          Years Ended September 30, 2003, 2002 and 2001


                                                                       2003              2002              2001
                                                                 ----------------  ---------------   --------------
<S>                                                          <C>                 <C>                  <C>

Cash Flows from Operating Activities:
   Net loss                                                        $  (1,048,160)    $  (1,747,112)    $  (783,195)
   Noncash items included in net loss
       Depreciation and amortization                                      71,540            49,066          47,023
       Contributed services                                              555,925         1,298,663         238,297
       Inventory write-down                                              252,530                 -               -
       Loss on disposal of equipment                                       2,549                 -               -
       Other                                                              24,331                 -               -
   Changes in assets and liabilities
       Decrease (increase) in
           Inventory                                                     (11,383)          (56,410)         (4,594)
           Prepaid and other assets                                        2,760            16,746             297
           Advances and other receivables                                 22,561            (3,616)          9,703
       Increase (decrease) in
           Accounts payable                                               15,812           (53,783)         27,921
           Due to officers and employees                                (160,833)         (274,387)        278,695
           Deferred revenue                                                   -                    -       (67,500)
                                                             ------------------ --------------------  ------------

Net Cash Used by Operating Activities                                   (272,368)         (770,833)       (253,353)

Cash Flows from Investing Activities:
   Purchase of equipment and software                                     (2,926)           (8,529)         (3,419)
                                                                  --------------    --------------   ------------- -

Net Cash Used by Investing Activities                                     (2,926)           (8,529)         (3,419)

Cash Flows from Financing Activities:
   Proceeds from sales of common stock                                   364,500           349,472         259,900
   Proceeds from sales of preferred stock                                 15,000           410,000               -
   Deposits                                                                    -              (545)                 -
                                                             -------------------   ---------------  -----------------
Net Cash Provided by Financing Activities                                379,500           758,927         259,900
                                                                   -------------     -------------    ------------

Net Increase (Decrease) in Cash and Cash Equivalents                     104,206           (20,435)          3,128

Cash and Cash equivalents, beginning of year                               1,337            21,772          18,644
                                                                 ---------------     -------------    -------------

Cash and Cash equivalents, end of year                            $      105,543   $         1,337   $      21,772
                                                                   =============    ==============    ============

Non Cash Financing Activities
   Stock issued for services provided                             $      555,925      $  1,298,662    $    432,179
   Preferred stock converted to common stock                               7,537                 -               -
   Preferred dividends payable                                                 -            63,251          32,310
   Preferred stock dividend paid with common stock                       144,295                 -               -

</TABLE>


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

F-5

<PAGE>


                                   REVA, INC.
                          Notes to Financial Statements


1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Company and Purpose

          Reva, Inc.  (formerly World Wide Video,  Inc.) was organized under the
          laws of the  Commonwealth  of Virginia on July 16,  1997.  On April 9,
          1998,  the Company was  reincorporated  in the State of Colorado.  The
          Company designs and manufactures technology and products for the video
          telephony market.  The Company relocated its operations from Culpeper,
          Virginia to Roanoke, Texas during the year ended September 30, 2003.

         The accounting and reporting policies of the Company conform with
         generally accepted accounting principles and reflect practices
         appropriate to the technology video industry. Revenue is recognized
         when earned in accordance with the accrual basis of accounting. These
         policies are summarized below.

         Development Stage Enterprise

         Through September 30, 2001, the Company was a Development Stage
         Enterprise and substantially all of its activities were in connection
         with the establishment of a new business. The Company adopted Statement
         of Position 98-5 which requires expensing of costs of start-up
         activities, including organization costs, as incurred. The Company
         ended its Developmental Stage in October 2001 when it began selling
         finished products.

         Financial Statement Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosures of contingent assets and liabilities at the
         date of the financial statements and reporting period. Due to their
         prospective nature, actual results could differ from those estimates.

         Financial Instruments

         The estimated fair value of cash and cash equivalents, accounts
         receivable, accounts payable and accrued expenses and other liabilities
         approximate their carrying amounts in the financial statements.

         Cash and Cash Equivalents

         The statements of cash flows classify changes in cash or cash
         equivalents (short-term, highly liquid investments readily convertible
         into cash with a maturity of three months or less) according to
         operating, investing or financing activities.

         Income Tax and Interest Paid

         There were no income taxes or interest paid during the years ended
         September 30, 2003, 2002, and 2001.

F-6

<PAGE>

         Inventory

         Inventory, which consists primarily of raw materials, is stated at the
         lower of cost or market, with cost being determined on a first-in,
         first-out basis. Inventory consists principally of chipsets and other
         electronic devices used in its products. The Company has no binding
         commitments to purchase additional inventory.

         Advertising Costs

         Advertising costs are expensed as incurred. Advertising costs were
         insignificant in the years ended September 30, 2003, 2002 and 2001.

         Property and Equipment

         Property and equipment are recorded at cost and depreciated over their
         estimated useful lives, ranging from three to five years.

         Expenditures for maintenance, repairs, and improvements which do not
         materially extend the useful lives of property and equipment are
         charged to earnings. When property or equipment is sold or otherwise
         disposed of, the cost and related accumulated depreciation or
         amortization is removed from the accounts, and the resulting gain or
         loss is reflected in earnings.

         During the year ended September 30, 2003, the Company reevaluated the
         estimated useful life assigned to property and equipment. The change in
         accounting estimate resulted in additional depreciation of $33,122 in
         the year ended September 30, 2003. The estimated depreciable lives of
         property and equipment are:

                                                                      Prior to
                                                          2003          2003
                                                          ----          ----

             Furniture and fixtures                      7 years       7 years
             Computer and other equipment                3 years       5 years

         Depreciation expense for the years ended September 30, 2003, 2002, and
         2001 was $58,415, $26,566, and $24,523, respectively.

F-7

<PAGE>


1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
continued


         Technology Licenses

         The Company capitalizes technology licenses. Technology licenses are
         carried at cost less accumulated amortization. Amortization is taken on
         the straight-line basis over three to five years. The licenses were
         fully amortized at September 30, 2003.

         Amortization expense for the year ended September 30, 2003 was $13,125
         and $22,500 for the years ended September 30, 2002 and 2001,
         respectively.

         Deferred Revenue

         License revenues are generally recognized upon delivery of the licensed
         technology provided no significant future obligations exist and
         collection is probable. Payments for nonrecurring engineering costs are
         recognized upon acceptance of prototypes by the customer, provided no
         significant future obligations exist and collection is probable. Other
         income in 2001 includes forfeited deposits by potential customers.

         Income Taxes

         The Company utilizes the liability method for accounting for income
         taxes. The liability method accounts for deferred income taxes by
         applying enacted statutory rates in effect at the balance sheet date to
         differences between financial statement amounts and tax bases of assets
         and liabilities. The resulting deferred income tax liabilities are
         adjusted to reflect changes in tax laws and rates. Temporary
         differences consist of the difference in financial statement and income
         tax bases for accounting for start up and organizational costs.
         Deferred income taxes related to an asset or liability are classified
         as current or noncurrent based on the classification of the related
         asset or liability. Deferred tax assets related to losses accumulated
         during the development stage and thereafter have been reduced by a
         corresponding valuation allowance as of September 30, 2003 and 2002,
         accordingly, no income tax expense or benefit has been recognized. Net
         operating loss carryforwards approximating $6,000,000 expire in the
         years 2012 through 2018.

F-8

<PAGE>





1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
continued

         Stock Based Compensation

         The Company grants stock options for a fixed number of shares to
         employees with an exercise price equal to the fair value of the shares
         at the date of grant. The Company accounts for stock option grants
         using the intrinsic value method prescribed by Accounting Principles
         Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees
         and related interpretations under Statement of Financial Accounting
         Standards (SFAS) No. 123, Accounting for Stock-Based Compensation,
         which require the use of option valuation models that were not
         developed for use in valuing employee stock options. Under APB No. 25,
         because the exercise price of the Company's employee stock options
         equals the market price of the underlying stock on the date of grant,
         no compensation expense is recognized. Had compensation cost for the
         plan been determined consistent with SFAS No. 123, the Company's net
         loss and loss per share would have been increased by insignificant
         amounts on a pro forma basis for the years ended September 30, 2003,
         2002 and 2001. Note 8 provides additional information on the Company's
         stock option plan.

         Net Loss Per Share

         Basic net loss per share is computed by dividing net loss available to
         common stockholders (numerator) by the weighted average number of
         common shares outstanding during the year (denominator). Diluted net
         loss per share is computed using the weighted average number of common
         shares and potential common shares outstanding during the year.
         Potential common shares result from the assumed exercise, using the
         treasury stock method, of outstanding convertible cumulative preferred
         stock and stock options having a dilutive effect. The numerators for
         each period presented are equal to the reported net loss plus
         cumulative preferred dividends. Potential common shares were not
         included in the computations of net loss per share because the effect
         on the calculations would be antidilutive.

2. GOING CONCERN AND MANAGEMENT PLANS

         During the three year period ending September 30, 2003, the Company
         recorded net losses aggregating $3.58 million. The Company's continued
         existence is dependent upon its ability to raise additional funds to
         complete products in development and bring the products to market. In
         the past three years the Company has raised capital through a variety
         of private securities offerings of both preferred and common stock.

         In the year ending September 30, 2003, a majority of the Company's
         issued stock was purchased by Bold Communications Networks, L.L.C.
         (Bold), a wireless Internet provider. New management and directors were
         appointed on August 28, 2003. The new management performed an extensive
         analysis of the Company's operations to determine an achievable growth
         and liquidity plan. In order to achieve a more effective revenue
         channel, the Company modified its strategy to include the development
         of a revenue-generating client base that would become symbiotic with
         its technology base. The change in marketing strategy allowed the
         Company to refocus on the most demanding, yet least competitive market
         environment, one most open to rapid penetration while maintaining
         development in the video and audio product environments. The Company
         fulfills this goal by building and acquiring a wireless Internet
         infrastructure that brings a revenue stream critical for developing its
         products for distribution into its customer base.


F-9

<PAGE>

         Management will begin focusing the Company on the development of newer,
         leading edge video technology to integrate with the operations of Bold.
         Most of the existing inventory was purchased for use with now outdated
         technology and cannot be fully utilized in the development of newer
         products. In addition, many items of specialty equipment have been
         determined to be worthless. As a result, in the quarter ended September
         30, 2003, the Company changed the depreciable lives of its property and
         equipment (see Note 1) and wrote-off its inventory and certain
         specialty equipment.


2. GOING CONCERN AND MANAGEMENT PLANS - continued

         In conjunction with the stock purchase by Bold, the Company entered
         into negotiations to merge the operations of Bold into the Company in
         January 2004. One of the effects of this merger will be the addition of
         sustainable operating revenue from Bold's current customer base
         approximating $50,000 per quarter. Additionally, the Company has signed
         a letter of intent to acquire Regional Wireless Networks (RWN). RWN
         adds to the operating revenue with its customer base, approximating
         $36,000 per quarter. The merger with Bold Communications Networks,
         L.L.C. and the acquisition of Regional Wireless Networks will finalize
         in early 2004.

         Both through acquisition and normal growth, the Company will continue
         to increase its customer base to derive the necessary revenue
         generation to both support its operation and provide the funds
         necessary for continued investment into the relevant technology. With
         this growing customer base, the Company will first concentrate the
         sales of technology to its own wireless customers to increase revenue
         volume.

         Management retains the ability to raise additional funds through
         private offerings or public offerings, which, in management's opinion,
         will provide sufficient capital resources to complete current product
         development and initial product marketing, as well as additional
         acquisitions. There can be no assurance that any of management's plans
         as described above will be successfully implemented or that the Company
         will continue as a going concern.

3. PREPAID ASSETS AND FEES

         Included in prepaid assets and fees at September 30, 2003 and 2002, are
the following:

                                                 2003         2002
                                                 ----         ----

         Deposit on Inventory Purchases      $         -          $  1,065
                                              ----------           -------

                                             $         -          $  1,065
                                             ===========          ========

F-10

<PAGE>

4. OTHER ASSETS

         The Company acquired a technology license at a cost of $37,500, from
         Databeam, Inc., that is being amortized over a period of three years,
         the expected life of the agreement. The license agreement permits the
         Company to use certain proprietary software products. The net carrying
         value of the license at September 30, 2002 was $9,735. The license was
         fully amortized at September 30, 2003.

         The Company acquired a technology license at a cost of $50,000, from
         Analog Devices, Inc., that is being amortized over a period of five
         years, the expected life of the agreement. The license agreement
         permits the Company to use certain proprietary reference designs and
         software in the development of video telephony products. The net
         carrying value of the license at September 30, 2002 was $3,750. The
         license was fully amortized at September 30, 2003.

         The Company sold non-exclusive rights to market Reva, Inc. products to
         U.S. Government military bases in exchange for 250,000 shares of
         DataPower USA, Inc. stock. The DataPower stock does not have an
         attainable market value; therefore, no value has been recorded.


5. EQUITY TRANSACTIONS

         On April 13, 2003, the Company effected a 100 to 1 reverse stock split,
         where 1 share of common stock was issued for each 100 shares of common
         stock previously owned. The reverse stock split has been accounted for
         retroactively in the financial statements as if it had occurred on
         October 1, 2000. Accordingly, the Company's net loss per share
         presented in these financial statements reflects the effect of the
         reverse stock split.

         In connection with the reincorporation of the Company, the original
         stockholders received 100,000 shares (10,000,000 prior to the reverse
         stock split) of common stock.

         During the years ended September 30, 2003, 2002 and 2001, the Company
         raised capital through a variety of private common and preferred stock
         offerings. Common stock was issued at $0.10-2.25 per share to raise
         capital for product development and final production.

         In July 1999, the Company commenced a private offering of 150,000
         cumulative preferred shares at $6.00 per unit. During the year ended
         September 30, 2002, the Company commenced a similar private offering of
         150,000 cumulative preferred shares. The preferred stock earned a
         dividend at the rate of 6 percent per annum, payable semi-annually. The
         Board, exercising its discretion, redeemed all preferred shares by
         exchanging one share of common stock for each share of preferred stock
         outstanding on September 16, 2003. There were no preferred shares
         outstanding at September 30, 2003.


F-11

<PAGE>

         During the years ended September 30, 2003, 2002 and 2001, the Company
         entered into several agreements in which shares were exchanged for
         services. Stock so issued was valued at the current sales price of
         common stock.

6. OPERATING LEASES

         The Company leased office space in Culpeper, Virginia under three lease
         agreements. Two of the lease agreements were month-to-month and were
         terminated upon the relocation of Company headquarters to Texas. The
         third lease agreement was for a term of two years expiring December 1,
         2004, monthly rent was $1,350. The Company negotiated a termination of
         this lease agreement on December 4, 2003 by agreeing to forfeit its
         original three month deposit.

         Subsequent to September, 30, 2003, the Company entered into lease
         agreements for office and housing space in Texas. The office lease is
         for a term of 24 months commencing on November 1, 2003 at $1,850 per
         month. The housing lease is a month-to-month lease agreement at $1,000
         per month. Rent expense was $48,742, $45,180, and $42,522, respectively
         for the years ended September 30, 2003, 2002, and 2001.

         The following is a schedule, by years, of future minimum rent payments
         due:

                  Year ending September 30:

                           2004                                        $ 20,350
                           2005                                          22,200
                           2006                                           1,850
                                                                        --------

                                                                       $ 44,400


F-12

<PAGE>



7. COMMITMENTS AND CONTINGENCIES

         The Company has entered into several agreements and contracts in
connection with the raising of capital.

         The Company has engaged several consultants to assist in the effort to
         raise additional capital. Certain of these contracts require payments
         of fees calculated as a percentage of completed transactions. Other
         contracts require compensation in the form of stock, also calculated as
         a percentage of completed transactions.

8. STOCK OPTIONS

         The Company has granted stock options under a Stock Option Plan to key
         employees for valuable services to the Company. Under the Plan, a
         maximum of 10,000 shares (as adjusted for the reverse stock split) may
         be granted. The Company authorized 10,000 shares and granted 4,670
         shares under the Plan (as adjusted for the reverse stock split). All
         options have an eight year term from the exercise date.

         The following summarizes the option activity under the Plan (as
         adjusted for the reverse stock split):

<TABLE>
<CAPTION>

                                                            Number of Shares                   Option Price
<S>                                                         <C>                                <C>
         Outstanding, September 30, 2000                       1,280                             $.10
         Granted                                               1,390                               .10
         Exercised                                            (1,320)                              .10
         Canceled or expired                                    (360)                              .10
                                                              -------                            -----

         Outstanding, September 30, 2001                          990                              .10
                                                              -------                            -----

         Granted                                               2,000                               .10
         Exercised                                              (650)                              .10
         Canceled or expired                                    (200)                              .10
                                                              -------                            -----

         Outstanding, September 30, 2002                       2,140                             $.10
                                                              ======                             ====

         Granted                                                      -
         Exercised                                                    -
         Canceled or expired                                          -
                                                              ----------                         --

         Outstanding, September 30, 2003                       2,140
                                                              ======
</TABLE>


         The vesting period of the remaining options is as follows:

                  Vested and exercisable                       1,980
                  September 30, 2004                              160
                                                               ------

                                                               2,140
F-13

<PAGE>


         No compensation costs have been recognized under the Plan and the
         Company has elected the disclosure only provisions of SFAS No. 123. The
         fair value of the options vested and exercisable is immaterial as of
         September 30, 2003 and 2002.

9. RELATED PARTY TRANSACTIONS

         Certain Company employees waived unpaid accrued salary totaling
         $400,000. As a result, the waiver of $400,000 in accrued salary, which
         pertains to salary accrued and earned in periods prior to September 30,
         2002, has been included in other income in the accompanying statement
         of operations in the year ended September 30, 2002.

         Two stockholders have employment agreements which commenced on January
         1, 1999 and originally continued until December 20, 2004. The
         agreements provided for annual salaries of $120,000 per year. Of these
         amounts, $258,871 remained unpaid at September 30, 2002. The
         stockholders agreed to reduced payments amounting to $48,000 and waived
         further accrual of salary under these agreements. The $48,000 remained
         unpaid at September 30, 2003. As a result of the salary reductions,
         $210,871 has been included as other income in the accompanying
         statement of operations for the year ended September 30, 2003.

         Certain Company employees had various amounts of unpaid salaries at
         September 30, 2003 amounting to $60,926.

10. SUBSEQUENT EVENTS

         In order to provide the Company with cash flow while it develops its
         new strategy, Bold has provided the Company a series of loans and
         advances subsequent to the year ended September 30, 2003. The loans and
         advances, in the form of cash and payroll costs of leased employees,
         are to be formalized in a note due upon demand bearing 8% interest. A
         summary of these transactions follows:

                  Loans                                $  98,500
                  Advances                                 8,872
                  Leased employees                        21,109

         The Company entered into a three month consulting agreement with Belle
         Solutions (Belle) for assistance in investor relations and marketing
         services effective October 1, 2003. The agreement provides Belle $4,000
         per month, and additional amounts in the event that Belle secures
         qualified investors for the Company.


F-14

<PAGE>


We consent to incorporation of our report dated January 9, 2003, on the
financial statements of Reva, Inc. (formerly World Wide Video, Inc.) for the
years ended September 30, 2002 and 2001.

/s/ Thompson, Greenspon & Co., P.C.
Fairfax, VA
January 12, 2004




                         Thompson, Greenspon & Co., P.C.
                          Certified Public Accountants
                         4035 Ridge Top Road, Suite 700
                             Fairfax, Virginia 22030


                          INDEPENDENT AUDITORS' REPORT


To the Stockholders
World Wide Video, Inc.
Culpeper, Virginia

We have audited the accompanying balance sheets of World Wide Video, Inc. as of
September 30, 2002, and the related statements of operations, cash flows and
stockholders' equity for the years ended September 30, 2002 and 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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. We believe our audits provide a reasonable
basis for our opinion.

 In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of World Wide Video, Inc. (a
Colorado Corporation) at September 30, 2002, and the results of its operations
and its cash flows for the years ended September 30, 2002, and 2001, in
conformity with accounting principles generally accepted in the United States of
America.

 The accompanying financial statements have been prepared assuming that the
Corporation will continue as a going concern. As discussed in Note 2 to the
financial statements, the Corporation has suffered continued losses that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


/s/ Thompson Greenspon & Co.


Fairfax, Virginia
January 9, 2003


F-15