FORM 10-KSB

               U.S. SECURITIES AND EXCHANGE COMMISSION

                         Washington, DC  20549

          Annual Report Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                For the fiscal year ended December 31, 2002

                      Commission File Number:  0-17170

                              TELVUE CORPORATION

      (Exact name of small business issuer as specified in its charter)

         Delaware                                       51-0299879
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

     16000 Horizon Way, Suite 500
       Mount Laurel, New Jersey                            08054
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code:  856-273-8888
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

      Title of Each Class

      Common, $0.01 per share par value

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

Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of Issuer'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.

The Issuer's revenue for the fiscal year ended December 31, 2002 was
$7,150,395.

The Aggregate Market Value of voting and non-voting common equity held
by non-affiliates of the Issuer as of February 28, 2003, based on a per
share average bid and asked price of $.035 was $340,782.

Number of shares of Issuer's common stock outstanding as of February
28, 2003: 24,817,274 shares.

Transitional Small Business Disclosure Format:  Yes       No   X
                                                   ------   ------

<PAGE>

ITEM 1.     BUSINESS

GENERAL

      TelVue Corporation, a Delaware corporation ("TelVue"), was
incorporated on November 26, 1986.  Until December 30, 1988, TelVue
was a wholly owned subsidiary of Science Dynamics Corporation
("Science"). On that date, TelVue's shares of Common Stock were
distributed to Science's shareholders of record as of December 30,
1988, on the basis of three shares of TelVue's Common Stock for
each share of Science's Common Stock then outstanding.

     TelVue operates two business segments.  One segment is a marketing
and service company which sells automatic number identification ("ANI")
telecommunications services to the cable television industry for the
automated ordering of pay-per-view features and events (the
"ANI Service"). The other business segment operates under the name,
Source Communications Group, and functions as a communications solution
provider and network integrator serving clients mainly in the Mid-Atlantic
states.

     The ANI Service permits cable television companies to process special
ordering services without the attendant high-manpower requirements or
extensive physical plant and facilities that are otherwise required.
ANI systems provide an electronic means of recording a subscriber's
telephone number together with information as to what program or service
was ordered and by whom, permitting cable television companies to then
unscramble appropriate signals for viewing by the ordering subscriber,
all without any interactive cable system and without any form of
operator intervention.  At the time of dialing the order, the
recognition of the subscriber's telephone number is automatically recorded
by TelVue's ANI unit, presenting the subscriber with both a confirmation
and acknowledgment of receipt of his order.  In turn, the automatically
recorded information regarding placement of an order is utilized by cable
television companies for purposes of billing for such specialized services.

      The ANI Service segment is principally a service oriented business,
and does not engage in the manufacture of equipment required to provide its
services. The equipment used is owned and installed by TelVue. The
equipment is located at TelVue's home office in Mt. Laurel, New Jersey.
The equipment provides enhanced service features, such as, "Custom
Greeting" which identifies the cable operator by name, "Title Speak" which
speaks the movie or event title, start-time and channel appearance on
accepted orders, and "Call Redirect" which automatically redirects
unaccepted order calls to the cable operator's customer service
representative for assistance.  TelVue believes that these enhanced
service features are necessary for it to remain competitive within the
pay-per-view ANI industry.  The equipment also speaks promotional messages
for products and services at the time a cable subscriber is placing an
order for a pay-per-view movie or event (the "PPV+ service").  During 2002,
no additional equipment purchases were required to provide ANI Service
and all necessary softwaremodifications were purchased from Telco Solutions.
TelVue serves cable television systems across the United States via trunk
lines and data circuits that it currently leases from MCIWorldcom. TelVue
believes it receives a favorable trunk usage rate from MCIWorldcom.

     As of December 31, 2002, TelVue had contracts to provide service to
688 cable television systems, serving approximately 22.0 million full-time
subscribers and approximately 1.2 million part-time subscribers. Part-time
subscribers are subscribers who only use TelVue's ANI service for major
special events, such as boxing, wrestling and concerts.  TelVue markets
and provides service to cable television systems on a part-time basis
so that cable television systems which use alternate pay-per-view ordering
services become familiar and comfortable enough with TelVue's ANI service
to use the ANI service on a full-time basis.

     TelVue's contracts with cable television system operators cover the
provision of ANI order entry services at a specified rate per subscriber
order.
Cable television systems are charged, in addition to their per order fee,
installation and setup fees, monthly data circuit fees, enhanced feature
fees and PPV+ service promotion fees.  Monthly charges are due and payable
to TelVue within twenty days after the end of each month. Generally, the
contracts carry an initial term of three years with automatic renewal
unless a party gives notice of non-renewal prior to the renewal date,
and may be terminated at will upon ninety days prior notice. Each contract
is also terminable upon default by a party.  In addition, the contract is
also assignable upon the sale or transfer of the business or assets of
the cable operator.

     TelVue's business segment that operates under the name, Source
Communications Group, was acquired on March 9, 2001 for $1.3 million
pursuant to TelVue's acquisition of the assets of J.D. Kraengel and
Associates, Inc. f/k/a Dacon Corporation d/b/a Source Communications
Group ("Source"), a Delaware corporation located in Mullica Hill, NJ.
The Source segment functions as a communications solution provider and
network integrator serving clients mainly in the Mid-Atlantic states.
Source represents a number of well-known equipment, software and
communications service suppliers. Source molds these resources into
a custom business solution for its clients and satisfies its customers'
individual voice, video and data communications needs. The Source customer
base is broad, representing such industries as healthcare, entertainment,
financial, education, government and utilities.  The acquisition was part
of a strategy to allow TelVue to grow and diversify both its product
lines and customer base beyond the cable TV industry. Under the terms of
the asset purchase agreement, TelVue retained the employees and management
of Source and Source relocated its principal offices to TelVue's offices in
Mt. Laurel, NJ. Jeffrey Kraengel, the former President of Source, joined
TelVue as an Executive Vice President with the responsibility of
integrating the Source operations into TelVue, expanding existing business
with current customers and suppliers, identifying and creating new business
opportunities, and training employees.

     The Source segment sells computer related equipment, network systems,
software, and data communications equipment.  Source does not engage in
the manufacture of the equipment it sells.  In addition to the equipment
sale, Source offers installation of equipment, service contracts, and
service repair to equipment not under service contract.  All payment terms
for customers are net 30 days.  The ANI Service technical staff is being
trained for various products and technologies, and are being utilized to
perform the service and installation.  Prior to the acquisition, Source
sold only hardware and subcontracted any labor needed for installation
or service.  In addition to the revenue streams noted above, Source resells
bandwidth to customers for internet access, for which it charges a monthly
access fee, and sells through agents, DSL, ISDN and point to point data
circuits to customers for which it receives a one-time commission from
the telephone carrier or agent.

     For information regarding TelVue's revenue, operations and assets,
please refer to TelVue's financial statements included at Item 7 of this
Report and Management's Discussion and Analysis or Plan of Operation.

LICENSES

     TelVue has developed and has in service a system that allows
subscribers to order pay-per-view movies and events from their provider
using the Internet.  TelVue holds United States Patent No. 6,286,139,
issued September 4, 2001, related to this system.

     TelVue has previously purchased Switched-access Audio Response Units
("SARUs") and one communication subsystem ("HP") from Atlas Telecom
(formerly Syntellect).  TelVue possesses a perpetual, no charge license
for the pay-per-view application software residing on the SARUs it
currently owns and for any future SARUs purchased. TelVue did not purchase
any SARUs from Atlas Telecom during 2002. There is no affiliation between
TelVue and Atlas Telecom other than a customer and supplier relationship.

     TelVue pays Telco Solutions, Inc. a monthly licensing fee for an
exclusive license within the United States for the use of pay-per-view
application software, which resides on two (2) communication subsystems
("HPs") that TelVue owns.  TelVue purchases Link On equipment ("LINK ONs")
from Telco Solutions, Inc.  The LINK ONs are used to expand call capacity
to accommodate new customers.  The LINK ONs work in conjunction with the
SARUs.  TelVue had purchased LINK ONs in place of SARUs because the LINK
ONs are more cost effective.  TelVue pays Telco Solutions, Inc. a monthly
licensing fee for an exclusive license within the United States for the
use of pay-per-view application software residing on the LINK ONs.  TelVue
did not purchase any LINK ONs during 2002.

     TelVue also uses equipment purchased from Science.  Science holds
United States Patent No. 4,797,913 (issued January 10, 1989), encompassing
ANI ordering equipment and services employing the use of Feature Group D
services (the "Science Patent").  TelVue holds a perpetual, no charge,
nonexclusive license to use the Science Patent.

MARKETING OF SERVICES

     Sales of TelVue's ANI Services to date have been made to operating
cable television companies with a broad geographical distribution and to a
satellite distribution company.  Relations with all customers are good.
TelVue's ANI Service is not seasonal in any material respect. Ordering
problems common to all providers of pay-per-view services include the
geographically dispersed points of sale, the high concentration of orders
around the start time of a pay-per-view event and the need to make the
ordering mechanism sufficiently easy to accommodate the impulsive
purchasing patterns of ordering subscribers.  TelVue believes its
services resolve these pay-per-view ordering problems.  As of December
31, 2002, there are three Multi System Operators ("MSOs") that
individually comprise greater than 10% of TelVue's ANI Service revenue.
These percentages may vary as contracts with additional cable companies
are concluded and as cable operators continue to consolidate their
systems with other cable operators.

     The Source segment continues to market its products and services
using a variety of methods including exhibiting at local Chamber of
Commerce shows, education and school board shows, technology shows,
sponsoring breakfasts for regional technology groups, telemarketing,
direct mail, internet methods and high-traffic roadway billboards.

COMPETITION

     TelVue uses telephone company grade, feature-laden equipment for
its automated pay-per-view order processing service.  TelVue has a
reputation for offering customer friendly features and excellent customer
service. In addition, TelVue offers 24-hour customer service and
reliability with near zero down time, particularly under heavy load
during major special events. Although there has been competition from
TelVue's primary competitor, TelVue has attracted significant numbers
of new customers in 2002.  TelVue's customer service reputation allowed
it to increase its full-time customer base by 7% to approximately 22.0
million full-time addressable homes in 2002, which makes it the largest
service provider of ANI pay-per-view ordering service to the cable
industry. TelVue will continue to service its customer base in a manner
which will allow it to maintain its preeminent position as the leading
ANI pay-per-view service provider.

     Source operates in an extremely competitive marketplace in which it
needs to differentiate itself by providing added value to the products and
services it sells.  Source's competitors include hardware suppliers,
software consulting groups who also sell hardware, mail order suppliers
and telephone carriers engaged in selling hardware and installation.  A
number of the suppliers that Source represents provide unique and
sophisticated solutions that require a degree of customer service that
is not attainable otherwise.  Source needs to continuously introduce new
products and technology to its customer base in order to remain
competitive.  Source is focusing on higher price points, higher margin,
emerging market products and services such as Outdoor Wireless, Network
Security, and Voice IP over the LAN.  These products require a higher
degree of technical knowledge and configurations to install and maintain,
limiting the peers capable of supplying and supporting this product.

EMPLOYEES

     At December 31, 2002, TelVue had twenty-four full-time employees
and one part-time employee.  Eight of the employees spend 100% of their
time working for the Source segment, the remaining seventeen employees
are ANI Service employees whose time is allocated to the Source segment
as work is performed.  Additional personnel may be added as the Source
business segment develops and as circumstances require.

BACKLOG

     TelVue's ANI Service revenues are computed and assessed on the basis
of a fixed charge for every order placed with a subscribing customer for
specialized cable programming services or for other services transmitted
through its equipment.  As a result, no form of backlog exists, other than
that which is represented by accumulated service charge income, which has
yet to be paid to TelVue.

     The Source division experiences backlog for orders placed by customers
when the goods have not yet been shipped and invoiced. As of December 31,
2002, there existed $129,655 of backlog.

RESEARCH AND DEVELOPMENT

    TelVue is principally a sales and marketing company.  Therefore,
TelVue does not anticipate that it will perform any significant or material
research and development in the future.

ITEM 2.     PROPERTIES

     TelVue leases approximately 8,700 square feet of office space in the
Mt. Laurel, New Jersey, Horizon Way Corporate Center.  The lease expires
May 31, 2004. The office space is used to house the equipment used to
provide the ANI Service as well as TelVue's ANI Service and the Source
segment's executive, sales, secretarial and technical support personnel.

ITEM 3.     LEGAL PROCEEDINGS

     TelVue has received notice from a cable operating company customer
asserting its right to be indemnified against claims of patent
infringement made against the cable operator by a third party.  The
third party has alleged to the cable operator that portions of the
cable operator's pay-per-view operations infringe one or more patents
held by that party.  No notice of alleged infringement has been received
by TelVue from the third party. TelVue has retained independent patent
counsel to review the terms and the alleged infringement.  TelVue is
unable at this time to determine the amount or extent of liability, if
any, to the cable operator.

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

      No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders through solicitation
of proxies or otherwise.

ITEM 5.     MARKET FOR THE ISSUER'S COMMON STOCK AND RELATED
            SECURITY HOLDER MATTERS

      The Issuer's Common Stock is traded in the Over-the-Counter Market.
Over-the-Counter market quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not represent actual
transactions.  The range of high and low bid prices for TelVue's common
stock for the two most recent fiscal years, as reported by The NASDAQ
Stock Market, Inc. is as follows:

      QUARTER 2002                          HIGH                    LOW

        First                               $.08                   $.04

        Second                              $.06                   $.04

        Third                               $.041                  $.025

        Fourth                              $.035                  $.025


      QUARTER 2001

        First                               $.18                   $.07

        Second                              $.14                   $.06

        Third                               $.06                   $.04

        Fourth                              $.05                   $.045

      As of February 28, 2003, there were 331 holders of record of the
Common Stock of TelVue.

      TelVue has paid no cash dividends since its incorporation.  TelVue
intends to retain any future earnings for use in its business and has no
present intention to pay cash dividends on its Common Stock in the
foreseeable future.  Holders of the Common Stock are entitled to share
ratably in dividends when and as declared by the Board of Directors out
of funds legally available therefore.

     Shares of Common Stock which have had the same beneficial owner for a
continuous period in excess of two years prior to the record date of any
meeting of stockholders, are entitled to 10 votes per share in any matters
submitted for vote, at a meeting of stockholders.  All other stockholders
have one vote per share unless this limitation is waived by the Board of
Directors.  As of February 28, 2003, 18,271,775 shares of TelVue's Common
Stock were entitled to 10 votes per share.  The remaining 6,545,499 shares
of Common Stock were entitled to one vote per share.  Mr. Lenfest owns
14,557,453 shares of Common Stock, which are entitled to ten votes per
share.

                            EQUITY COMPENSATION PLAN INFORMATION

                      NUMBER OF
                  SECURITIES TO BE    WEIGHTED-AVERAGE       NUMBER OF
                     ISSUED UPON     EXERCISE PRICE OF      SECURITIES
                     EXCERISE OF        OUTSTANDING          REMAINING
                      OUTSTANDING     OPTIONS, WARRANTS     AVAILABLE FOR
                  OPTIONS, WARRANTS      AND RIGHTS        FUTURE ISSUANCE
PLAN CATEGORY       AND RIGHTS       COMPENSATION PLANS      UNDER EQUITY
-------------     -----------------  ------------------    ---------------
   Equity
compensation plans
  approved by
security holders        1,200,417              $.072            8,799,583

  Equity
compensation plans
  not approved by
security holders             (a)                (a)                  (a)

                       ---------               -----            ---------
Total                  1,200,417               $.072            8,799,583
                       =========               =====            =========

(a) In December 1997, the Company adopted a director compensation plan.
    Under this plan, each non-employee director, other than the majority
    stockholder is compensated $500 for each meeting attended by receiving
    shares of common stock issued at the higher of per share fair market
    value of the common stock as of the board of directors meeting date or
    $.05 per share.

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

    The ANI segment had operating income of $1,592,085 and $1,632,745 for
the years ended December 31, 2002 and 2001, respectively.  ANI Service
revenue decreased $367,353 for the year ended December 31, 2002.  This
decrease is primarily a result of a decrease in pay-per-view buy revenue
of $519,084, due to a reduction in the average monthly buy rate from 7.3%
to 4.9% for the years ended December 31, 2001 and 2002, respectively.
PPV+ revenue decreased $225,501 for the year ended December 31, 2002,
also as a result of the buy rate decrease. TelVue believes that the
decrease in the buy rates is attributable to a somewhat weak movie
product, a lack of major special events such as boxing, an erosion in
wrestling popularity, and the movement of cable operators to impulse
ordering on digital cable systems (see below).  In addition, TelVue
believes there exists a loss of focus by cable operators on the
pay-per-view product line, primarily because of the amount of time
cable operators are spending on promoting new product lines such as
digital service and high-speed Internet access.  The above
decreases were somewhat offset by an increase in feature revenue
of $365,721 for the year ended December 31, 2002, primarily as a result
of a feature price increase that TelVue implemented for the majority of
its customers on May 1, 2002.  The ANI service cost of revenues decreased
$211,702 for the year ended December 31, 2002.  This is partially due to
a decrease in data link expense of $123,915, as a result of customers
consolidating their data links and also as a result of a reduction in
data link fees under TelVue's new MCIWorldcom contract that went into
effect on June 1, 2002.  In addition, trunk expense decreased
$66,794 for the year ended December 31, 2002 as a result of reduced trunk
expense rates under the new MCIWorldcom contract.

     The Source segment had an operating loss of $941,892 for the year
ended December 31, 2002 compared to $222,200 for the period March 9,
2001 through December 31, 2001.  Source was acquired on March 9, 2001,
therefore, the comparative revenue and expenses for 2001 reflect the
period from March 9, 2001 through December 31, 2001 ("the period ended
December 31, 2001"). An impairment charge related to the Source segment
goodwill in the amount of $370,819 was a large contributor to the Source
operating loss in 2002. Effective January 1, 2002, TelVue adopted SFAS
No. 142, "Goodwill and Other Intangible Assets" under which goodwill
is no longer amortized but instead is assessed for impairment at
least annually.  TelVue performed its annual fair value assessment and
determined that an impairment charge of $370,819 was necessary to reduce
the carrying value of goodwill to its implied fair value.  Hardware sales
and service revenue for the Source segment was $2,313,566 for year ended
December 31, 2002, with corresponding hardware sales and service costs of
$1,962,268, yielding an overall gross profit margin of 15% and 21% for the
year and period ended December 31, 2002 and 2001, respectively. The total
sales and service revenue is comprised of 87% hardware sales, 9% service
installation and repair revenue, 3% co-location and internet access
revenue, and 1% service contract revenue.  The corresponding direct
expenses have relatively the same percent distributions.

     The majority of the Source segment revenue for the year ended December
31, 2002, was from hardware sales of $2,000,386 compared to hardware sales
of $1,315,205 for the period ended December 31, 2001.  Cost of goods sold
for the hardware was $1,691,332 and $1,048,180 for the year and period
ended December 31, 2002 and 2001, respectively, yielding a gross profit
margin of 15% and 20% for the year and period ended December 31, 2002
and 2001, respectively.  Generally, Source executes two types of hardware
sales; one is a commodity sale, which is basic, off the shelf pc-type
purchases with a lower markup, and the second is a networking-type sale
which involves planning and configuration of the system to be implemented,
which results in a greater markup.  The gross profit at December 31, 2002
and 2001, represents a blend of the two types of sales with the larger
number of sales being commodity.  In addition to the goodwill impairment
charge noted above, TelVue believes the Source operating loss for the year
ended December 31, 2002, can also be attributed to the continued
information technology ("IT") recession, expressed by the decrease in
capital purchasing of IT equipment by businesses, which also lowered the
average margin on hardware sales for the Source segment. As of December
31, 2002, Source had five full-time sales representatives and one
independent sales representative actively selling its products.  In
addition to the effect of the recession, during the year ended December
31, 2002, Source had to replace four of its existing sales
representatives with new hires and has experienced the associated training
and learning curve that comes with new employees.

    Service and installation revenue for hardware sold to Source segment
customers was $250,068 and $36,581 for the year and period ended December
31, 2002 and 2001, respectively.  This yielded a gross profit margin of 23%
and 39% for the year and period ended December 31, 2002 and 2001,
respectively.  The ANI Service technical staff was used to perform the
majority of the service and installation and the cost of their direct
payroll has been included in the hardware sales and service costs.

     Selling and marketing expenses increased $297,649 for the year ended
December 31, 2002.  These increases are primarily a result of selling and
marketing expenses related to the Source segment.  The total selling and
marketing expenses for Source were $622,574 for the year ended December 31,
2002, compared to $243,651 for the period ended December 31, 2001.  There
was an increase in Source selling and marketing payroll of $173,051 as a
result of additional sales personnel. Source commission expense increased
$37,939 due to increased sales.  Advertising expense increased $64,210
as a result of advertising in local business journals and on the radio,
as well billboard advertising in high-traffic areas. General and
administrative expenses increased $107,507 for the year ended December
31, 2002.  The increase is primarily a result of bad debt expense of
$86,302 compared to zero for the year ended December 31, 2001.  On
June 25, 2002, Adelphia Communications ("Adelphia") filed
for Chapter 11 bankruptcy. Outstanding balances due to TelVue from
Adelphia at the time of the bankruptcy filing were $157,210.  TelVue
has recorded a 50% bad debt reserve estimate in the amount of $78,605
for the pre-bankruptcy outstanding Adelphia invoices.  Since the
bankruptcy filing Adelphia has paid all current invoices in a timely
manner.

     TelVue had net income before taxes of $555,549 for the year ended
December 31, 2002, compared to $1,230,014 for the year ended December 31,
2001.  TelVue recorded income tax expense of $203,930 for the year ended
December 31, 2002 and $499,414 for the year ended December 31, 2001.
Included in the income tax expense for the year ended December 31,
2002 were deferred income taxes of $172,330.  TelVue's federal net
operating loss carry forward was approximately $566,000 on a tax-reporting
basis as of December 31, 2002 (see Note 11 to TelVue's financial
statements).

     During the year ended December 31, 2002, TelVue purchased $96,816
of equipment compared to $153,370 purchased during the year ended
December 31, 2001. The 2001 equipment purchases were larger than 2002
because a van in the amount of $21,402 was purchased to be used by the
Source segment for service and installation jobs and $50,000 of equipment
was acquired with the purchase of Source.  Depreciation and amortization
expense decreased $124,192 for the year ended December 31, 2002.  The
decrease in depreciation and amortization is partially attributable to
assets being fully depreciated and also as a result of goodwill ceasing
to be amortized effective January 1, 2002, in conformity with
SFAS No. 142 (see above and  Note 5 to TelVue's financial statement).
Depreciation and amortization accounted for 10% of total operating
expenses for the year ended December 31, 2002, compared to 19% for the
2001 period.

     As of December 31, 2002, TelVue was serving approximately 22.0 million
full-time cable subscribers and 1.2 million part-time cable subscribers,
compared to approximately 20.4 million full-time and 1.6 million part-time
cable subscribers served as of December 31, 2001.  The part-time
subscribers did not significantly contribute to the revenue or service
expenses for the year ended December 31, 2002 and 2001. During the year
ended December 31, 2002 TelVue added approximately 3.2 million subscribers
to its ANI Service and had approximately 1.9 million subscribers cancel
the ANI service.  The cable operators cancelled the ANI service primarily
as a result of moving their subscribers onto two-way digital service
(see below).

     There was a decrease in total liabilities of $249,844 for the year
ended December 31, 2002.  This is a net result of increases and decreases
in various liability accounts with the largest being a decrease in accrued
interest majority stockholder of $587,664 as a result of accrued interest
payments.  Total assets decreased $317,969 for the year ended December 31,
2002, which is primarily a result of a goodwill impairment charge in the
amount of $370,819 (see above and Note 5 to TelVue's financial statements).
TelVue's days for sales in average accounts receivable was 57 days at
December 31, 2002, compared to 55 days at December 31, 2001.  TelVue does
not offer incentives or discounts to its customers, nor has it changed its
credit terms with its customers.  During the fourth quarter of 2002 TelVue
established a bad debt reserve of $86,302.  The majority of the reserve,
$78,605, represents 50% of the outstanding balance due from Adelphia as
of the bankruptcy filing date on June 25, 2002 (see above).  It is not
known when TelVue will receive payment for the Adelphia pre-bankruptcy
billings or if the billings will be paid in their entirety.  The 50% bad
debt reserve is management's estimate of the potentially uncollectable
portion.

     TelVue had positive cash flow from operating activities of $315,527
and $887,653 for the year ended December 31, 2002 and 2001, respectively.
Ignoring changes in operating assets and liabilities that result from
timing issues, and considering only adjustments to reconcile net
income to net cash provided by operating activities, TelVue would have
positive cash flow from operating activities of $1,154,086 for the
year ended December 31, 2002, compared to positive cash flow from
operating activities of $1,560,524 for the year ended December 31,
2001. The decrease in cash flow is partially a result of the
decrease in pay-per-view buy revenue (see above) and as a result of
the Source segment operating loss (see above and Note 14 to TelVue's
financial statements).

     Since November 2, 1989, TelVue has funded its expansion and operating
deficit from the proceeds from the sale of shares of TelVue's Common Stock
and Preferred Stock to Mr. H.F. Lenfest, TelVue's majority stockholder
("Mr. Lenfest") and from borrowings from Mr. Lenfest. From November 1989
to February 1996, TelVue borrowed an aggregate of $6,128,712 from Mr.
Lenfest. In addition to these borrowings, during January 1995, Mr.
Lenfest purchased from Science Dynamics Corporation TelVue's non-interest
bearing note in the amount of $541,000. On March 5, 2001, TelVue borrowed
$650,000 from Mr. Lenfest to fund a portion of the Source acquisition, at
an interest rate of prime plus one percent (1%) compounded and due on or
before January 1, 2004 (see below).  This loan was repaid in its entirety
in 2001. During the year ended December 31, 2002, TelVue made total
payments to Mr. Lenfest of $675,000.  The aggregate outstanding loan
balance due to Mr. Lenfest as of December 31, 2002, is $541,000 in loan
principal for the non-interest bearing Science note and $1,206,228 in
accrued interest which bears interest at the floating prime interest rate
plus 1% (see Note 6 to TelVue's financial statements).

     TelVue remains dependent upon the deferral of a lump sum repayment of
principal and interest due to Mr. Lenfest to fund operations and capital
expenditures from operating cash flow. On March 26, 2003, TelVue obtained
from Mr. Lenfest a written agreement stating he will not demand repayment
of his loans or the cash payment of accrued interest on the loans through
January 1, 2005.  On January 1, 1999, TelVue began to pay current monthly
interest payments to Mr. Lenfest from its monthly loan payment and
applied the balance from the monthly payment to either principal or
accrued interest.  TelVue has decided to voluntarily make, and Mr.
Lenfest has agreed to accept, monthly payments of $50,000.  TelVue may
make monthly payments in excess of $50,000 when, in the opinion of
management, TelVue has excess cash that is not needed to fund operations.
The monthly payment amount may vary depending on the availability of
cash.  TelVue intends to continue to invest cash in the Source segment
during 2003 in an effort to grow the business.

     On March 9, 2001, TelVue acquired substantially all of the assets
of J.D. Kraengel and Associates, Inc. f/k/a Dacon Corporation d/b/a
Source Communications Group ("Source") for $1.3 million (see Note 2
and Note 7 to TelVue's financial statements). The assets, which
consisted primarily of material contracts with equipment, software
and communication service providers,were purchased for $1,000,000 in
cash and $300,000 pursuant to a promissory note (the "Source Note").
The Source Note has a term of three years.  Interest only is payable
monthly during year one at the rate of 8% per annum. Beginning in
year two, both principal and interest are payable monthly at the rate
of 5.06% per annum.  During the year ended December 31, 2002, TelVue
made total payments of $122,525 on the Source Note.  The aggregate
outstanding loan balance due on the Source Note at December 31, 2002,
is $191,035.  The acquisition of Source is part of TelVue's long-term
business strategy to expand and diversify its operations.  TelVue
is cross-training its technical personnel to work within the
Source business and has also hired sales representatives to promote
the Source products.

     TelVue's ability to fund its operating expenses primarily depends
on three factors:  (i) retaining its current subscriber base level, (ii)
the growth in net income of the Source segment, (iii) the continued
deferral by Mr. Lenfest of a lump sum cash repayment of his loan and
accrued interest to TelVue.  Management believes that its present
marketing strategies will maintain the ANI segment customer base,
although there can be no assurances that TelVue will be able to
attract any further customers or that it will retain its current
customers.  During the year ended December 31, 2002, TelVue added 3.2
million subscribers to its service and had 1.9 million subscribers
cancel service.  The cable operators cancelled the ANI service
primarily as a result of moving their subscribers onto two-way
digital service (see below).  Also, Dish Network has informed TelVue
that it intends to begin ANI order processing internally. Although
that would deplete the total number of subscribers TelVue serves, it
would not seriously impact monthly revenue.  In addition, revenues are
affected by the buy rates of subscribers connected to the Service.
TelVue has no control over the buy rates and therefore cannot assure
that buy rates will increase or will remain at their current level.
As noted above, TelVue experienced a decrease in the average monthly
buy rate from 7.3% to 4.9% for the years ended December 31, 2001
and 2002, respectively.

     The movement of cable operators to impulse ordering on digital cable
systems is part of the reason for the buy rate decrease noted above.
Cable operators are deploying digital services to their customers.  These
digital services allow cable operators to offer additional channels and
to offer additional pay-per-view channels.  Where cable operators have
activated two-way cable plant (i.e. the operator is able to send a signal
to and receive a signal from its customer), the digital service can also
allow the cable operator to process ordering of pay-per-view movies and
events directly from its customers, without using TelVue's service.
The long-term effect of deployment of digital two-way service on TelVue
is not clear.  Some cable operators with digital service, but only
one-way cable plant, have chosen to use TelVue's single number
ordering technology for pay-per-view ordering.  Currently, there are
490 cable operators using ANI ordering technology for their digital
pay-per-view offerings.  TelVue intends to monitor developments in the
rollout of digital services by its cable operator customers and to
attempt to position TelVue to continue to be the cable operator's
provider of choice for processing pay-per-view orders.  However,
there can be no assurances that TelVue will be successful in this effort.

    TelVue is actively trying to grow the Source segment business by
offering new product lines and services.  Prior to TelVue acquiring
Source on March 9, 2001, Source subcontracted all labor for
installation and repair service of the products it sold.  TelVue has
trained and is utilizing its existing ANI technical staff to perform
these installation and service repairs.  Generally the installation
sales provide higher gross profit margins than the hardware sales,
and therefore the Source segment is focusing on growing this line of
business in an attempt to provide a greater increase in net income.
Source also offers service contracts on the equipment it sells.
Source has expanded its business lines by reselling bandwidth to
customers for internet access, for which it charges a monthly access
fee, and selling through agents, DSL, ISDN and point to point data
circuits to customers for which it receives a one-time commission
from the telephone carrier or agent.  Source has been marketing its
products and services and trying to create customer awareness by
advertising in local business journals and on the radio and by
exhibiting its service and installation products along with various
suppliers products at regional technical, education and business
exhibitions in the Southeast Pennsylvania and New Jersey areas as
well as using billboard advertising in high-traffic areas. Although
Source has experienced growth in sales from $1,421,576 for the period
March 9, 2001 through December 31, 2001 to $2,313,566 for the year ended
December 31, 2002, there can be no assurance that sales will continue to
grow or remain at their current level or that sales will grow to the
point of making the Source segment profitable.  The current recession
related to the IT product economy, whereby businesses have decreased
their capital purchasing of IT equipment, has affected Source by
reducing its sales volume and also lowering its profit margins on
hardware sales.  It is unknown how long the IT recession will continue
or what its continued effect on the Source business will be.

ITEM 7.    FINANCIAL STATEMENTS

    The Financial Statements are set forth in this report beginning at
page F-1.

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

      There have been no disagreements of any nature at any time with
TelVue's auditors with regard to any aspect of TelVue's financial
statements, its financial disclosure or its accounting practices.

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF ISSUER

      The following table sets forth certain information as of December
31, 2002 with respect to each of TelVue's directors and officers.

                                          POSITION(S) WITH       DIRECTOR
NAME                          AGE         TELVUE                  SINCE

H.F. (Gerry) Lenfest          72          Chairman of the          1989
                                          Board and Director

Frank J. Carcione             62          President,               1990
                                          Chief Executive
                                          Officer, and Director

Joseph M. Murphy              49          Executive Vice           1997
                                          President of Sales
                                          & Operations, and
                                          Director

H. Chase Lenfest              38          Director                 1999

Joy Tartar                    40          Director                 2001

Neil Heller                   51          Director                 2002

Irene A. DeZwaan              39          Secretary and Treasurer

     The employee directors of TelVue receive no compensation.
Non-employee directors (other than H.F. Lenfest and H. Chase Lenfest)
receive $500 paid in shares of common stock of TelVue for each meeting
of the Board attended.

     All directors serve until the next annual meeting of shareholders
and until their successors have been elected and have qualified.  All
officers serve at the discretion of the Board of Directors.

BUSINESS EXPERIENCE

     H. F. Lenfest has been a director of TelVue since 1989.  Mr. Lenfest
has interests in various privately held companies and has been the CEO of
Starnet, LP since January 2000 and the Chairman of The Lenfest Group, LLC
since January 2000.  From 1974 until January 2000, Mr. Lenfest was the
President, CEO and a director of Lenfest Communications, Inc. and each
of its subsidiaries.  Lenfest Communications, Inc. and its subsidiaries
were engaged in operating cable television systems, and providing cable
advertising and programming.  Mr. Lenfest has been a director of
Environmental Tectonics Corporation since March 2003.  He is the father
of H. Chase Lenfest.

     Frank J. Carcione has been a director of TelVue since 1990.  He
became the Executive Vice President in May 1990, and was elected
President and Chief Executive Officer in May 1991.  From August
1989 to May 1990, he held the position of Vice President (marketing,
sales, pay-per-view and franchise relations) with Garden State
Cablevision, L.P., a New Jersey cable television operator and an
affiliate of The Lenfest Group of companies.  From November 1980
until August 1989, he held the same position with New York Times
Cable TV, the predecessor to Garden State Cablevision, L.P.

     Joseph M. Murphy has been a director of TelVue since 1997.  He
is the Executive Vice President of Sales and Operations of TelVue
and Division President of Source Communications Group.  Mr. Murphy
was appointed to the position of Division President in March 2001.
Mr. Murphy has held the position of Executive Vice President of Sales
and Operations since September 1994.  Prior to this appointment, Mr.
Murphy had been Vice President of Sales since joining TelVue in 1986.

     H. Chase Lenfest has been a director of TelVue since June 1999.
Since January 2000, Mr. Chase Lenfest has been the Executive Vice
President of The Lenfest Group, LLC and the Principal of Lenfest
Enterprises, LLC, a venture capital company.  Mr. Chase Lenfest has
also been the owner of WWAC-TV, a television station in Atlantic City,
NJ since July 2000.  From December 1998 until January 2000, Chase
Lenfest was the Vice President of Local Sales of Lenfest Advertising,
Inc., a subsidiary of Lenfest Communications, Inc.  From January 1996
through January 1997, he was the Regional Photo Classified Manager
of Lenfest Programming Services, Inc., a subsidiary of Lenfest
Communications, Inc.  From February 1994 through January 1996, he was
employed by TelVue as a Special Projects Manager. From March 1988 until
January 1994, he was a stockbroker with Wheat First Butcher & Singer.
He is the son of H.F. Lenfest.

     Joy Tartar, CPA, has been the Chief Financial Officer for The Lenfest
Group, LLC since January 2000.  From January 1996 through December 1999,
Ms. Tartar was the Vice President of Finance for Radius Communications,
a cable advertising and sales company serving the greater Philadelphia
and Harrisburg, PA areas, and a former subsidiary of Lenfest
Communications, Inc.  From January 1994 through December 1995, Ms.
Tartar was the Controller for Starnet, Inc., a national satellite
distributor of cable programming and digital video, and a former
subsidiary of Lenfest Communications, Inc.

     Neil Heller has been the Co-Chairman of Katalyst LLC since the
company's inception in September 1999.  He is also the Managing General
Partner of Katalyst Venture Partners I.  Katalyst  LLC offers business
advisory and merchant banking services to companies in a variety of
businesses.  Katalyst Venture Partners I operates as a venture fund.
H.F. Lenfest owns a minority interest in Katalyst LLC.  From 1991 to
1998 Mr. Heller was the CEO of TVSM, Inc, the largest publisher of
customized cable magazines in the United States.  Mr. Heller held
the position of President of TVSM, Inc. from 1980 through 1990.
TVSM, Inc. was sold in 1998 to Newscorp, the owner of TV Guide Magazine.

     Irene A. DeZwaan, CPA, has been the Secretary and Treasurer of TelVue
since in July 1993.  Prior to this appointment, Ms. DeZwaan had been the
Manager of Finance and Administration of TelVue since joining the Company
in November 1990.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     Based solely on TelVue's review of such forms received by it, or
written representation from certain reporting persons that no Forms 5
were required for such persons, TelVue believes that, during the fiscal
 year ended December 31, 2002, all filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were
complied with, except for a late filing of a Form 3 by Neil Heller.

ITEM 10.    EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

                                            OTHER
NAME AND           ANNUAL COMPENSATION      ANNUAL RESTRICTED
PRINCIPAL                           COMM-   COMPEN-  STOCK     OPTIONS/
POSITION   YEAR    SALARY  BONUS  ISSIONS   SATION   AWARDS    SARs (#)

Frank J.   2002  $171,600    -      -      $4,290(1)     -        -
Carcione   2001   165,000    -      -       4,125(1)     -        -
CEO &      2000   147,420    -      -       3,686(1)     -        -
President

Joseph     2002  $154,470    -     $10,647 $3,862(1)     -        -
Murphy     2001   143,933    -      23,753  3,457(1)     -        -
Executive  2000   105,856  $10,000  18,080  1,950(1)     -        -
Vice Pres.
of Sales &
Operations
Division
President

Jeffrey    2002  $151,154    -      -        $3,429(1)  -         -
Kraengel   2001   116,539    -      -         2,481(1)  -      200,000 (2)
Executive  2000      -       -      -            -      -         -
Vice Pres.
Source
Division (3)

(1) Company funded contributions to TelVue's Simplified Pension Plan (SEP).

(2  Includes 200,000 shares of common stock granted to Jeffrey Kraengel
    under the 1999 Stock Option Plan at a purchase price of $.045 per
    share.

(3) On March 7, 2003, Jeffrey Kraengel completed his two year
    employment term with TelVue and no longer holds the position of
    Executive Vice President - Source Division. Mr. Kraengel will continue
    to work as a consultant for TelVue, for a period of one year, at an
    annual fee of $50,000.

          AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
                      AND FY-END OPTION VALUES

                                                                  VALUE OF
                                               NUMBER OF        UNEXERCISED
                       SHARES                 UNEXERCISED      IN-THE-MONEY
NAME                  ACQUIRED                  OPTIONS           OPTIONS
                         ON        VALUE      EXERCISABLE/     EXERCISABLE/
                      EXERCISE   REALIZED    UNEXERCISABLE    UNEXERCISABLE

Frank J. Carcione        -           -          225,000              -  (1)
President & CEO                               exercisable

Joseph Murphy            -           -          190,000              -  (1)
Executive Vice President                      exercisable
of Sales & Operations
Division President-
Source Communications

Jeffery Kraengel         -           -          200,000              -  (1)
Executive Vice President                      exercisable
Source Division


(1) Value calculated based upon the average of the bid and ask price on
    12/31/02 which is less than the exercise price.

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of February 28, 2003, certain
information with respect to each person who was known to TelVue to be a
beneficial owner of more than five percent (5%) of TelVue's Common Stock.

                                AMOUNT AND NATURE
NAME AND ADDRESS OF               OF BENEFICIAL                PERCENT OF
 BENEFICIAL OWNER                   OWNERSHIP                   CLASS (1)

H.F (Gerry) Lenfest               67,931,746 (2)                86.9% (2)
1332 Enterprise Drive
West Chester, PA 19380
Chairman of the Board and Director

(1) As of February 28, 2003, 24,817,274 shares of Common Stock were
    outstanding.

(2) Includes 23,459,133 shares of Common Stock issuable upon conversion
    of Preferred stock owned by Mr. Lenfest.  Includes warrants to acquire
    up to 29,915,160 additional shares of Common Stock.  Does not include
    undeclared and unpaid dividends on the Preferred Stock as of December
    31, 2002, which may be converted into shares of Common Stock.

SECURITY OWNERSHIP OF MANAGEMENT

      The following table sets forth, as of February 28, 2003, certain
information with respect to the Common Stock beneficially owned by the
directors, and named executive officers and all directors and executive
officers as a group.  The address of all directors and executive officers
is c/o TelVue Corporation, 16000 Horizon Way, Suite 500, Mt. Laurel,
NJ 08054.

                                AMOUNT AND NATURE
NAME AND ADDRESS OF               OF BENEFICIAL                PERCENT OF
 BENEFICIAL OWNER                   OWNERSHIP                   CLASS (1)

H.F. (Gerry) Lenfest              67,931,746  (2)                 86.9% (2)
Chairman of the Board
and Director

Frank J. Carcione                    417,500  (3)                  1.7%
Chief Executive Officer,
President and Director

Joseph M. Murphy                     350,000  (4)                  1.4%
Executive Vice President
of Sales and Operations,
Division President-Source
And Director

Jeffrey Kraengel                     200,000  (5)                   .8%
Executive Vice President
Source Division

Joy Tartar                            26,417                        .1%
Director

Neil Heller
Director                              19,274                        .1%

All Directors and Executive       69,169,937(2)(3)(4)(5)(6)       87.7%
Officers as a Group
(7 Persons)

(1) As of February 28, 2003, 24,817,274 shares of Common Stock were
    outstanding.

(2) Includes 23,459,133 shares of Common Stock issuable upon conversion
    of Preferred stock owned by Mr. Lenfest.  Includes warrants to acquire
    up to 29,915,160 additional shares of Common Stock.  Does not include
    undeclared and unpaid dividends on the Preferred Stock for the period
    ended December 31, 2002, which may be converted into shares of Common
    Stock.

(3) Includes 225,000 shares issuable to Frank J. Carcione upon exercise of
    vested stock options held by Mr. Carcione.

(4) Includes 190,000 shares issuable to Joseph Murphy upon exercise of
    vested stock options held by Mr. Murphy.

(5) Includes 200,000 shares issuable to Jeffrey Kraengel upon exercise of
    vested stock options held by Mr. Kraengel.

(6) Includes 100,000 shares issuable to Irene DeZwaan upon exercise of
    vested stock options held by Ms. DeZwaan.

Information relating to TelVue's equity compensation plans required by
this Item is included in Item 5 "Market for Registrant's Common Equity
and Related Stockholder Matters" and is incorporated herein by reference.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      At December 31, 2002, TelVue was indebted to Mr. Lenfest in the
principal amount of $541,000 and accrued interest of $1,206,228.  During
2002, TelVue made payments to Mr. Lenfest of $675,000. (See Management's
Discussion and Analysis or Plan of Operation and Note 6 of the 2002
Financial Statements of TelVue).

     Other related transactions are described in Notes 2, 6, 7, and 13
of the 2002 Financial Statements of TelVue.

ITEM 13.    EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES & REPORTS ON FORM 8-K

FINANCIAL STATEMENTS

   Report of Independent Certified Public Accountants dated
   February 12, 2003.

   Balance Sheets as of December 31, 2002 and 2001.

   Statements of Operations for the years ended December 31, 2002 and 2001.

   Statements of Stockholders' Deficit for the years ended December 31,
   2002 and 2001.

   Statements of Cash Flows for the years ended December 31, 2002 and 2001.

   Notes to Financial Statements.

REPORT ON FORM 8-K.

   None.

<PAGE>

EXHIBITS

3.1    Certificate of Incorporation of TelVue (incorporated by
       reference to TelVue's Registration Statement on Form S-8, dated
       March 30, 1989 (the "Registration Statement")).

3.2    Bylaws of TelVue (incorporated by reference to TelVue's
       Registration Statement).

3.3    Certificate of Amendment of Certificate of Incorporation of the
       Company, dated April 11, 1990 (incorporated by reference to the
       Company's Annual Report on Form 10-K for the year ended December 31,
       1991, (the "1991 Form 10-K")).

3.4    Certificate of Amendment of Certificate of Incorporation of the
       Company, dated March 15, 1991 (incorporated by reference to the 1991
       Form 10-K).

3.5    Form of copy of Amendment of Certificate of Incorporation of the
       Company, filed September 25, 1995 (incorporated by reference to the
       Company's Form 10-QSB for the period ended September 30, 1995, (the
       September 30, 1995 Form 10-QSB)).

4.1    The TelVue Corporation 1999 Stock Option Plan (incorporated by
       reference to Exhibit 99 of TelVue's Registration Statement on
       Form S-8, dated September 23, 1999), (the "1999 Stock Option
       Plan")).

4.2    Form of ISO Option Agreement issued pursuant to the 1999 Stock
       Option Plan (incorporated by reference to TelVue's Annual Report on
       Form 10-KSB for the year ended December 31, 1999, (the "1999
       Form 10-KSB"))

4.3    Warrant Agreement, dated March 15, 1991, between TelVue and
       H.F. Lenfest (incorporated by reference to TelVue's Annual Report
       on Form 10-K for the year ended December 31, 1990, (the "1990
       Form 10-K")).

4.3    Certificate of Designation of Class A Preferred Stock (incorporated
       by reference to the September 30, 1990 Form 10-Q).

4.5    Form of NQSO Option Agreement issued pursuant to the 1999 Stock
       Option Plan (incorporated by reference to the 1999 Form 10-KSB).

10.1   Distributorship Agreement, dated November 2, 1989, between the
       Company and Science (incorporated by reference to the 1989 Form
       10-K).

10.2   Stock Purchase Agreement, dated November 2, 1989, between the
       Company and H.F. Lenfest (incorporated by reference to the
       Company's Report on Form 8-K, dated November 15, 1989, (the "1989
       Form 8-K")).

10.3   Shareholders' Agreement, dated November 2, 1989, among TelVue
       and certain of its stockholders (incorporated by reference to the
       Company's 1989 Form 8-K).

10.4   Option Agreement, dated November 2, 1989, among TelVue and
       certain of its stockholders (incorporated by reference to the 1989
       Form 8-K).

10.5   Form of Credit Agreement between TelVue and H.F. Lenfest
       (incorporated by reference to the 1990 Form 10-K).

10.6   Form of Line of Credit Agreement between TelVue and H.F.
       Lenfest (incorporated by reference to the 1990 Form 10-K).

10.7   Subordinated Promissory Note, dated November 15, 1994 the principal
       amount of $541,000 payable to Science Dynamics Corporation
       (incorporated by reference to the 1994 Form 10-KSB).

10.8   Letter Agreement dated November 8, 1990 between Science Dynamics
       Corporation and H.F. Lenfest (incorporated by reference to the
       Company's Report on Form 8-K for November 16, 1990).

10.9   Loan Agreement dated December 24, 1991, between TelVue and H.F.
       Lenfest (incorporated by reference to the 1991 Form 10-K).

10.10  Lease Agreement for office space and the First Amendment to Lease
       dated March 30, 1994 ("Office Lease Agreement"), between TelVue
       and Bloom Associates (incorporated by reference to the 1994 Form
       10-KSB).

10.11  Letter dated March 26, 2003, from H.F. Lenfest, waiving
       the repayment of loans and accrued interest until January 1, 2005
       (included herein).

10.12  Second Amendment to Office Lease Agreement Dated May 5, 1999,
       between TelVue and Bloom Associates(incorporated by reference
       to the 1999 Form 10-KSB).

10.13  Asset Purchase Agreement by and among TelVue Corporation, J.D.
       Kraengel and Associates, Inc. f/k/a Dacon Corporation d/b/a Source
       Communications Group and Jeffrey Kraengel, dated February 14, 2001
       (incorporated by reference to the March 26, 2001 Form 8-K).

11.    Statement re:  Computation of Per Share Earnings (see TelVue's
       December 31, 2002 Financial Statements included herein).

23.    Consent of Pressman Ciocca Smith LLP, Certified Public Accountants
       (included herein).

99.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. sec.
       1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
       of 2002 (included herein).

99.2   Certification of Controller pursuant to 18 U.S.C. sec. 1350 as
       adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       (included herein).

ITEM 14.  DISCLOSURE CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures. TelVue's Chief
     Executive Officer and its Treasurer (Controller), after evaluating
     the effectiveness of TelVue's disclosure controls and procedures
     (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
     and 15d-14(c) as of a date within 90 days of the filing date of this
     annual report on Form 10-KSB (the "Evaluation Date")), have concluded
     that as of the Evaluation Date, TelVue's disclosure controls and
     procedures were adequate and effective to ensure that material
     information relating to TelVue would be made known to them by others
     within the company, particularly during the period in which this
     annual report on Form 10-KSB was being prepared.

(b)  Changes in Internal Controls. There were no significant changes in
     TelVue's internal controls or in other factors that could
     significantly affect TelVue's disclosure controls and procedures
     subsequent to the Evaluation Date, nor any significant deficiencies
     or material weaknesses in such disclosure controls and procedures
     requiring corrective actions. As a result, no corrective actions
     were taken.

<PAGE>

TelVue Corporation
Financial Statements
Years Ended December 31, 2002 and 2001

TABLE OF CONTENTS
                                                             Page No.
                                                            --------

Report of Independent Certified Public Accountants

FINANCIAL STATEMENTS

     Balance Sheets

     Statements of Operations

     Statements of Stockholders' Deficit

     Statements of Cash Flows

     Notes to Financial Statements


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To The Board of Directors and Stockholders
TelVue Corporation


We have audited the accompanying balance sheets of TelVue Corporation (a
Delaware corporation) as of December 31, 2002 and 2001, and the related
statements of operations, stockholders' deficit and cash flows for the
years 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 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 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 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 TelVue
Corporation as of December 31, 2002 and 2001, and the results of its
operations and its cash flows or the years then ended in conformity with
accounting principles generally accepted in the United States of America.



/s/ Pressman Ciocca Smith LLP
Huntingdon Valley, Pennsylvania
February 12, 2003


TelVue Corporation
Balance Sheets
December 31, 2002 and 2001



ASSETS                                                  2002         2001
                                                        ----         ----
  CURRENT ASSETS
    Cash and cash equivalents                       $   652,059 $  544,455
    Accounts receivable - trade, net of allowance
      for bad debts of $86,302 in 2002                1,220,997  1,015,417
    Inventory                                            85,905     26,887
    Deferred tax asset                                  350,000    290,000
    Other current assets                                 70,554     54,574
                                                      ---------  ---------
TOTAL CURRENT ASSETS                                  2,379,515  1,931,333

  PROPERTY AND EQUIPMENT                              5,387,628  5,290,812
    Less accumulated depreciation                     5,080,545  4,823,727
                                                      ---------  ---------
                                                        307,083    467,085
  OTHER ASSETS
    Deferred tax asset                                  467,576    699,906
    Goodwill                                            800,000  1,170,819
    Covenant not to compete, net of accumulated
     amortization of $4,593 in 2002 and $2,083 in 2001    5,417      7,917
    Other assets                                          8,800      9,300
                                                      ---------  ---------
                                                      1,281,793  1,887,942
                                                      ---------  ---------

                                                     $3,968,391 $4,286,360
                                                      =========  =========

  LIABILITIES AND STOCKHOLDERS' DEFICIT

  CURRENT LIABILITIES
    Notes payable - current                          $  155,990 $  113,242
    Accrued interest payable - current                  540,000    150,000
    Accounts payable                                    288,396    205,936
    Accrued expenses                                    230,070    233,316
    Deferred service revenue                              5,968      2,999
    Income taxes payable                                      -     53,000
    Accrued dividends payable                         2,111,220  1,688,976
                                                      ---------  ---------

TOTAL CURRENT LIABILITIES                             3,331,644  2,447,469

  NOTE PAYABLE - MAJORITY STOCKHOLDER                   541,000    541,000

  ACCRUED INTEREST - MAJORITY STOCKHOLDER, net
   of current portion                                   666,228  1,643,892

  NOTES PAYABLE, net of current portion                  40,335    196,690

  REDEEMABLE CONVERTIBLE PREFERRED STOCK
   $1 par value, 6,900,000 shares authorized,
   3,518,694 shares, issued and outstanding,
   (liquidation value $5,629,914)                     3,518,694  3,518,694

  STOCKHOLDERS' DEFICIT
    Common stock, $.01 par value, 100,000,000 shares
    authorized, 24,817,274 and 24,771,583 shares issued
    and outstanding at December 31, 2002 and 2001,
    respectively                                        248,173    247,716
    Additional paid-in capital                        1,587,353  1,585,310
    Accumulated deficit                              (5,965,036)(5,894,411)
                                                      ---------  ---------
                                                     (4,129,510)(4,061,385)
                                                      ---------  ---------

                                                    $ 3,968,391 $4,286,360
                                                     ==========  =========
See accompanying notes.

TelVue Corporation
Statements of Operations
Years Ended December 31, 2002 and 2001

                                                      2002          2001
                                                      ----          ----
REVENUES
  ANI services                                     $ 4,836,829 $ 5,204,182
  Hardware sales and service                         2,313,566   1,421,576
                                                     ---------  ----------
                                                     7,150,395   6,625,758
COST OF REVENUES
  ANI services                                       1,848,644   2,060,346
  Hardware sales and service                         1,962,268   1,117,360
                                                     ---------   ---------
                                                     3,810,912   3,177,706
                                                     ---------   ---------
GROSS PROFIT                                         3,339,483   3,448,052

OPERATING EXPENSES
  Selling and marketing                              1,079,412     781,763
  General and administrative                           979,741     872,234
  Goodwill impairment charge                           370,819           -
  Depreciation and amortization                        259,318     383,510
                                                     ---------   ---------
                                                     2,689,290   2,037,507
                                                     ---------   ---------
OPERATING INCOME                                       650,193   1,410,545

OTHER INCOME (EXPENSE)
  Interest expense - related party                     (87,336)   (186,804)
  Interest expense - other                             (14,041)    (20,440)
  Interest income                                        6,733      26,713
                                                      --------   ---------
                                                       (94,644)   (180,531)
                                                      --------   ---------
INCOME BEFORE INCOME TAXES                             555,549   1,230,014

INCOME TAX EXPENSE                                     203,930     499,414
                                                      --------   ---------
NET INCOME                                             351,619     730,600

DIVIDENDS ON REDEEMABLE CONVERTIBLE
   PREFERRED STOCK                                    (422,244)   (422,244)
                                                     ---------  ----------

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS  $  (70,625) $  308,356
                                                     =========  ==========

EARNINGS PER COMMON SHARE:
  BASIC                                             $       -   $     0.01
                                                     =========  ==========
  DILUTED                                           $       -   $     0.01
                                                    ==========  ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING                        24,780,977  24,746,651
                                                    ==========  ==========
See accompanying notes.

TelVue Corporation
Statements of Stockholders' Deficit
Years Ended December 31, 2002 and 2001


                                       Additional               Total
                              Common    Paid-In   Accumulated Stockholders'
                              Stock     Capital     Deficit      Deficit
                             ----------------------------------------------

BALANCE, JANUARY 1, 2001     247,216 $ 1,582,310  $(6,202,767) $(4,373,241)

Accrued dividends on
  redeemable convertible
  preferred stock                  -           -     (422,244)    (422,244)
Issuance of 50,000 shares of
 common stock                    500       3,000            -        3,500
Net income                         -           -      730,600      730,600
                             -------   ---------   ----------    ---------

BALANCE, DECEMBER 31, 2001   247,716   1,585,310   (5,894,411)  (4,061,385)


Accrued dividends on redeemable
 convertible preferred stock       -           -     (422,244)    (422,244)
Issuance of 45,691 shares of
 common stock                    457       2,043            -        2,500
Net income                         -           -      351,619      351,619
                             --------   --------    ---------    ---------

BALANCE, DECEMBER 31, 2002  $248,173  $ 1,587,353 $(5,965,036) $(4,129,510)
                            ========== ==========  ===========  ===========
See accompanying notes.

TelVue Corporation
Statements of Cash Flows
Years Ended December 31, 2002 and 2001

                                                         2002        2001
                                                         ----        ----
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                        $   351,619    730,600
  Adjustments to reconcile net income to
    net cash provided by operating activities
      Depreciation and amortization                     259,318    383,510
      Deferred tax expense                              172,330    446,414
      Goodwill impairment charge                        370,819          -
    Changes in operating assets and liabilities:
      Accounts receivable - trade                      (205,580)  (233,820)
      Inventory                                         (59,018)   (24,469)
      Other current assets                              (15,980)   (37,600)
      Other assets                                          500          -
      Accounts payable                                   82,460    (48,744)
      Accrued expenses                                   (3,246)   (71,041)
      Deferred service revenue                            2,969      2,999
      Income taxes payable                              (53,000)    53,000
      Accrued interest - majority stockholder          (587,664)  (313,196)
                                                       --------   --------

NET CASH PROVIDED BY OPERATING ACTIVITIES               315,527    887,653


CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                   (96,816)  (153,370)
  Acquisition of assets of Source                             -   (900,000)
                                                        -------   --------

NET CASH (USED IN)INVESTING ACTIVITIES                  (96,816)(1,053,370)


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable - majority stockholder          -    650,000
  Debt reduction:
    Notes payable - majority stockholder                      -   (650,000)
    Notes payable - other                              (113,607)    (3,068)
  Issuance of common stock                                2,500      3,500
                                                       --------   --------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES    (111,107)       432
                                                       --------  ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    107,604   (165,285)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR          544,455    709,740
                                                       --------  ---------

CASH AND CASH EQUIVALENTS AT END OF YEAR            $    652,059   544,455
                                                       ========= =========
See accompanying notes.

TelVue Corporation

NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001

Note 1 - Summary of Significant Accounting Policies

This summary of significant accounting policies of TelVue Corporation
("the Company")is presented to assist in understanding its financial
statements.  These accounting policies conform to accounting principles
generally accepted in the United States of America and have been
consistently applied in the preparation of the financial statements.


Business Activity and Concentration of Credit Risk

The Company operates two business segments.  One segment is a marketing
and service
division, which sells automatic number identification telecommunications
services ("ANI services") to the cable television industry throughout the
United States for the automated ordering of pay-per-view features and
events.  The Company grants credit to cable television operators
throughout the nation.  Consequently, the Company's ability to collect
the amounts due from customers is affected by economic fluctuations in
the cable television industry.  The other business segment functions as
a communications solution provider and network integrator ("Hardware
sales and service"), serving clients mainly in the Mid-Atlantic states.
Consequently, the Company's ability to collect amounts due from customers
in this segment is affected by economic conditions in this area.

The Company maintains cash balances at a financial institution located in
the Philadelphia area.  Accounts at this institution are insured by the
Bank Insurance Fund up to $100,000. The Company maintains cash balances
in excess of the insured amount.

During 2002 and 2001, three customers accounted for 43% and 47% of sales,
respectively and accounted for 53% and 47% of receivables at December 31,
2002 and 2001, respectively.

Currently, the Company's primary source of financing is the majority
stockholder.  In the past, the Company has not sought to obtain significant
funding from third parties on terms that are acceptable to the Company.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the reporting period.  Actual
results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
short-term debt securities purchased with an original maturity of three
(3) months or less to be cash equivalents.

Accounts Receivable - Trade

The Company uses the allowance method to account for uncollectible accounts
receivable.  The allowance is determined based on historical collection
experience coupled with a review of the current status of the existing
receivables.

Inventory

Inventory is stated at the lower cost or market.  Cost is determined by
the first-in, first-out method, and market represents the lower of
replacement cost or estimated net realizable value.

Property and Equipment

Property and equipment are stated at cost.  Depreciation and amortization
are provided over the estimated useful lives using the straight-line
method.  Property and equipment consists primarily of operating equipment.
For income tax purposes, recovery of capital costs for property and
equipment is made using accelerated methods over statutory recovery
periods.

Expenditures for renewals and betterments that extend the useful lives
of property and equipment are capitalized.  Expenditures for maintenance
and repairs are charged to expense as incurred.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets acquired in connection with the
purchase of Source (see Note 2) have been valued on the basis of the
allocation of the purchase price on a fair market value basis to net
assets acquired based on mutual agreement between the Company and the
seller through arms-length negotiations.  The Company adopted SFAS
No. 142, "Goodwill and Other Intangible Assets" effective January 1,
2002.  Since adoption, goodwill is no longer amortized, but instead
is assessed for impairment at least annually.  The other intangible
asset is a covenant not to compete, which is being amortized on the
straight-line method over 4 years.

Valuation of Long-Lived Assets

In accordance with SFAS No. 144 "Accounting for the Impairment or Disposal
of Long-Lived Assets", the Company assesses, on an on-going basis, the
recoverability of long-lived assets based on estimates of future
undiscounted cash flows for the applicable business acquired compared
to net book value.  Long-lived assets include property and equipment,
goodwill and other intangible assets.  If the future undiscounted cash
flow estimate is less than net book value, net book value is then reduced
to the fair value of the assets.  The Company also evaluates the
depreciation and amortization periods of assets, to determine whether
events or circumstances warrant revised estimates of useful lives.

Revenue Recognition

The Company recognizes ANI service revenues in the month service is
provided, net of an estimate for programs not billable by the cable
television operator.  Revenues from hardware sales are recognized when
a firm sales agreement is in place, delivery has occurred and
collectibility of the fixed or determinable sales price is reasonably
assured.  Sale of hardware related service are recorded when performed
in accordance with contracts.

Income Taxes

The Company uses the asset and liability method of accounting for income
taxes in accordance with SFAS No. 109, "Accounting for Income Taxes".
SFAS 109 requires recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have been recognized
in the financial statements or tax returns.  Under this method, deferred
tax liabilities and assets are determined based on the differences between
the financial statement carrying amounts and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.  Differences between financial
reporting and tax bases arise most frequently from differences in timing
of income and expense recognition.  Deferred income tax expense is measured
by the change in the net deferred income tax asset or liability during
the year.

Stock - Based Compensation

The Company accounts for stock-based compensation in accordance with
APB Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations, as permitted by SFAS No. 123, "Accounting
for Stock-Based Compensation."  Compensation expense for stock options is
measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee
must pay to acquire the stock.  Compensation expense for restricted
stock awards is recorded annually based on the quoted market price of the
Company's stock at the date of the grant and the vesting period.

Advertising

The Company follows the policy of charging the costs of advertising to
expense as incurred.  Advertising expense is included in selling and
marketing expense in the accompanying statements of operations.

Note 2 - New Business and Acquisition

On March 9, 2001, the Company acquired substantially all of the assets
of J.D.Kraengel and Associates, Inc. f/k/a Dacon Corporation d/b/a
Source Communications Group ("Source"), a Delaware corporation located
in Mullica Hill, New Jersey, for $1.3 million under the terms of an Asset
Purchase Agreement which was signed on February 14, 2001.  The assets,
which consisted primarily of material contracts with equipment, software
and communication service providers, were purchased for $1,000,000 in cash
and $300,000 pursuant to a promissory note.  The Company funded a portion
of the acquisition by borrowing $650,000 from its majority shareholder,
on March 5, 2001, at an interest rate of prime plus one percent (1%)
compounded monthly and due on January 1, 2004.  Jeffrey Kraengel, former
president of Source, joined the Company as Executive Vice President with
the responsibility of integrating Source's operations into the Company,
expanding existing business with current customers and suppliers,
identifying and creating new business opportunities, supervising research
and development and training employees.

The accompanying financial statements include the operations of Source
since the date of acquisition.

The following unaudited pro forma information for the year ended December
31, 2001, is presented as if the acquisition of Source occurred on January
1, 2001.  This information is based on historical results of operations,
adjusted for acquisition costs, and, in the opinion of management, is
not necessarily indicative of what the results would have been had the
Company operated Source since January 1, 2001.

                                                2001
                                                ----
  Revenues                                   $6,933,735
  Net income                                 $  734,449
  Diluted EPS                                $      .01

Note 3 - Supplementary Disclosures to Statements of Cash Flows

Supplemental Schedules Relating to Acquisition

                                                  2002          2001
                                                  ----          ----
  Inventory                                               $    2,418
  Property and equipment                                      50,000
  Goodwill                                                 1,237,582
  Covenant not to compete                                     10,000
  Deposit                                                   (100,000)
  Promissory note issued                                    (300,000)
                                                          ----------
CASH PAID FOR ACQUISITION                                 $  900,000
                                                          ==========
  Income taxes                               $  102,900   $        -
                                             ==========   ==========
  Interest - related party                   $  675,000   $  500,000
  Interest - other                               14,041       20,440
                                             ----------   ----------
                                             $  689,041   $  520,440
                                             ==========   ==========

Noncash Investing and Financing Transactions

The Company accrued dividends on its redeemable convertible preferred
stock of $422,244 in 2002 and 2001.  In connection with the acquisition
of Source assets in 2001, the Company issued a promissory note in the
amount of $300,000 to the Seller.  In 2001, the Company financed $13,000
of the purchase of a vehicle.

Note 4 - Property and Equipment

A schedule of property and equipment at December 31, 2002 and 2001, is
as follows:

                                                            Estimated
                                                           Useful Lives
                                      2002        2001       in Years
                                      ----        ----     ------------
Operating equipment               $5,001,628   $4,935,354      3-5
Office furniture and equipment       318,509      287,967      3-5
Leasehold improvements                46,089       46,089        5
Vehicle                               21,402       21,402        5
                                  ----------   ----------
                                  $5,387,628   $5,290,812
                                  ==========   ==========

Note 5 - Goodwill

Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets", under which goodwill is no longer amortized but
instead is assessed for impairment at least annually.  In the fourth
quarter of 2002, the Company performed its annual fair value assessment
and determined that an impairment charge of $370,819 was necessary to
reduce the carrying value of goodwill to its implied fair value.

The following table presents the impact of SFAS No. 142 on net income as
if the standard had been in effect for the year ended December 31, 2001:

                                                     2001
                                                     ----
  Reported net income                              $730,600
  Goodwill amortization                              66,763
                                                   --------
  Adjusted net income                              $797,363
                                                   ========

Note 6 - Note Payable - Majority Stockholder

In January 1995, the Company's majority stockholder acquired from Science
Dynamics Corporation ("SDC") a subordinated note in the amount of $541,000.
The note is noninterest bearing and repayment is restricted to cash not
needed for operations as determined by the Company.

In March 2001, the Company's majority stockholder provided a $650,000 loan
to the Company for the acquisition of Source.  The interest rate was prime
plus one percent (1%).  The loan was repaid in October 2001.

Unpaid accrued interest on lines of credit that have been paid in full
accrue interest at the rate of the underlying line of credit.  The interest
rate at December 31, 2002 and 2001 was 4.75% and 5.75%, respectively.

The Company has obtained from the majority stockholder an extension of a
prior agreement whereby the majority stockholder has agreed not to demand
repayment of principal or interest during 2003.  However, the Company has
decided to voluntarily make, and the majority stockholder has agreed to
accept, monthly payments of $50,000 for current and accrued interest.
The Company, at its discretion, may make additional principal payments
when the Company has excess cash not needed to fund operations.  The
Company has, therefore, classified $540,000 of the accrued interest as
a short term liability and has classified the note payable and the balance
of the accrued interest as long-term liabilities.

Note 7 - Notes Payable

Notes payable consisted of the following at December 31, 2002 and 2001:

                                              2002              2001
                                              ----              ----
  Note payable - individual (a)             $191,035          $300,000
  Note payable (b)                             5,290             9,932
                                            --------          --------
                                             196,325           309,932
  Current portion                            155,990           113,242
                                            --------          --------
  Long-term portion                         $ 40,335          $196,690
                                            ========          ========

(a)  In connection with the acquisition of Source assets in 2001, the
     Company issued a promissory note in the amount of $300,000 to the
     seller.  During the first twelve (12) months that commenced on
     April 1, 2001, interest only, at eight percent (8%), was payable
     in monthly installments.  Beginning April 1, 2002, the note is
     payable in monthly installments of $13,169, including interest at
     5.06%.  The note is scheduled to mature on February 1, 2004.

(b)  Term loan payable in monthly installments of $390, including interest
     at 5.05%.  The loan is scheduled to mature on March 16, 2004.  The
     loan is secured by a vehicle.

Maturities of notes payable are as follows:

Year Ending December 31,
        2003                              $155,990
        2004                                40,335
                                          --------
                                          $196,325
                                          ========
Note 8 - Leases

The Company leases office facilities and trunk lines and data circuits.
Future minimum lease payments under non-cancelable operating leases with
initial terms of one year or more consisted of the following at December
31, 2002:

Year Ending December 31,
        2003                              $124,082
        2004                                51,701
                                          --------
                                          $175,783
                                          ========

Rental expense under the operating lease for office facilities amounted
to $124,082 for each of the years ended December 31, 2002 and 2001.

It is expected that, in the normal course of business, expiring leases
will be renewed or replaced by leases on other properties; thus, it is
anticipated that future minimum operating lease commitments will not be
less than the amount shown for 2003.

Note 9 - Capital Stock

Common Stock Voting Rights and Concentration of Control

Shares of common stock, which have had the same beneficial owner for a
continuous period in excess of 2 years prior to the record date of any
meeting of stockholders, will be entitled to 10 votes per share in any
matters submitted for vote at a meeting of stockholders.  All other
stockholders have one vote per share unless this limitation is waived
by the Board of Directors.

In November 1989, the Company issued 12,896,968 shares of common stock
for $1,250,000 to an individual who effectively acquired control of
the Company.  In January 1995, this individual acquired an additional
1,660,485 shares of common stock of the Company from SDC.

Redeemable Convertible Preferred Stock

In April 1990, the Company issued 1,250,000 shares of Class A Redeemable
Convertible Preferred Stock ("Preferred Stock") for $1,250,000.  The
Preferred Stock has a par value of $1 per share and pays a cumulative
$.06 semiannual dividend.  The dividend is payable in cash or additional
shares of Preferred Stock at $1 per share, at the option of the Company.
Each share of Preferred Stock is convertible into 6.667 shares of common
stock at any time, at the option of the holder.  The Preferred Stock has
a preference of $1 per share plus unpaid dividends in the event of
liquidation.  The Company may redeem the Preferred Stock at any time for
$2 per share.  The stockholder of the Preferred Stock is the majority
stockholder.  The majority stockholder can designate all of the Company's
directors and, therefore, could influence the Company's willingness to
cause a redemption of the Preferred Stock.  As a result, the Preferred
Stock has been classified outside of the stockholders' deficit section
of the accompanying balance sheets.

Common Stock Warrants

In connection with a prior line of credit, the Company agreed to issue
warrants to the majority stockholder to purchase 29,915,160 shares of the
Company's common stock for $.01 per share, the fair market value of the
common stock on the grant date.  The warrants provide for adjustments of
the exercise price and the number of shares issuable thereunder in the
event that the Company issues additional shares of common stock and other
events as defined in the warrant agreement.  The warrant holder is entitled,
at the Company's expense, to certain registration rights under the
Securities Act of 1933 in connection with any shares of the Company's
common stock issued pursuant to the exercise of the warrants.

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income, after
deduction of preferred stock dividends, by the weighted average number of
shares of outstanding.  Diluted earnings per common share is computed by
dividing net income, after deduction of preferred stock dividends, when
applicable, by the weighted average number of shares outstanding adjusted
to include incremental common shares that would have been outstanding if
potentially dilutive common shares had been issued.  The following table
reconciles amounts reported in the financial statements.


                                       Year Ended December 31, 2002
                                   --------------------------------------
                                     Income         Shares      Per Share
                                   (Numerator)  (Denominator)    Amount
                                   -----------  -------------   ---------
Net income                          $ 351,619
Preferred dividends                  (422,244)
                                    ---------
Net income (loss) available to
  common stockholders, basic and
   diluted earnings per share       $(70,625)     $24,780,977   $       -
                                    =========     ===========   =========

                                        Year Ended December 31, 2001
                                    -------------------------------------
                                      Income        Shares      Per Share
                                   (Numerator)  (Denominator)    Amount
                                   -----------  -------------   ---------

Net income                          $ 730,600
Preferred dividends                  (422,244)
Net income available to common
  stockholders, basic earnings
  per share                           308,356     $24,746,651    $    .01

Effect of dilutive securities
  Warrants                                 -       29,915,160
  Vested unexercised stock options         -          663,749
                                     ________     ___________

Net income available to common
  stockholders, diluted earnings
  per share                         $ 308,356     $55,325,560    $    .01
                                    =========     ===========    ========

The 2002 diluted earnings per share computation does not include shares
issuable pursuant to warrants, vested unexercised stock options and
convertible preferred stock because the effect would be antidilutive.  The
2001 diluted earnings per share excludes shares issuable pursuant to
convertible preferred stock that would be antidilutive.

Note 10 - Stock Compensation Plans

Director Compensation Plan

In December 1997, the Company adopted a director compensation plan.  Under
this plan, each non-employee director, other than the majority stockholder
is compensated $500 for each meeting attended by receiving shares of common
stock issued at the higher of the per share fair market value of the common
stock as of the board of directors meeting date or $.05 per share.

Stock Option Plan

In May 1999, the Company established the TelVue Corporation 1999 Stock
Option Plan (the "Plan").  Under the Plan, the Company may grant options
to acquire up to 10 million shares of common stock.  Options granted under
the Plan are intended to be incentive stock options ("ISO").  The exercise
price of each ISO will not be less than the market price of the Company's
stock on the date of the grant.  The exercise price for an option, which
is not an ISO, will not be less than 50% of the market price of the
Company's stock on the date of the grant.  The options expire ten years
after the date of the grant or at the expiration of the plan, which is
June 28, 2009.  Options vest ratably over three years, beginning one
year after the date of grant.  Employees hired prior to January 1, 1995,
are entitled to immediate vesting of 25% of their options.  A summary of
option activity follows:

                                              Options Outstanding
                                              -------------------
                                                            Weighted
                                                             Average
                                                            Exercise
                                          Options             Price
                                          -------           --------
Balance, January 1, 2001                 1,110,417           $.078

Granted and assumed                        240,000            .045
Exercised                                  (50,000)           .07
Forfeited                                 (100,000)           .07
                                         ---------
Balance, December 31, 2001 and 2002      1,200,417            .072
                                         =========

There was no significant difference between the amount of compensation
recognized and the amount that would have been reorganized had compensation
expense been determined under the provisions of SFAS No. 123.

The following table summarizes the status of stock options outstanding
and exercisable at December 31, 2002:

                                       Weighted
                                       Average
                                      Remaining
           Exercise      Options     Contractual         Options
            Price      Outstanding   Life (Years)       Exercisable
           --------    -----------   ------------       -----------
           $.045         240,000        6.5              240,000
           $.07          930,417        6.5              930,417
           $.35           30,000        6.5               30,000
                       ---------                       ---------
Total                  1,200,417                       1,200,417
                       =========                       =========
Weighted Average
Exercise Price             $.072                           $.072
                           =====                           =====

Note 11 - Corporate Income Taxes

The provisions for income tax expense consist of the following components:

Current                             2002                    2001
                                    ----                    ----
  Federal                         $      -                 $      -
  State                             31,600                   53,000
                                  --------                 --------
                                    31,600                   53,000
Deferred
  Federal                          156,419                  418,241
  State                             15,911                   56,463
                                   -------                 --------
                                   172,330                  474,704
Valuation allowance (decrease)           -                  (28,290)
                                   -------                 --------
                                   172,330                  446,414
                                  --------                 --------
                                  $376,260                 $499,414
                                  ========                 ========

The categories of temporary differences that give rise to deferred tax
assets and liabilities are as follows:

                                   Federal                  State
                               ----------------       -----------------
                               2002        2001       2002         2001

Deferred Tax Assets:
  Accrued interest -
    Stockholder              $371,669    $552,743   $113,084    $168,177
  Intangible assets            89,402           -     27,201           -
  Allowance for bad debts      26,592           -      8,091           -
  Net operating loss
    Carryforward              197,874     301,999          -           -
                             --------    --------   --------    --------
Gross Deferred Tax Asset      685,537     854,742    148,376     168,177

Deferred Tax Liabilities:
  Property and equipment,
    principally due to
    differences in
    depreciation              (12,526)    (25,312)    (3,811)     (7,701)
                             --------    --------    -------     -------
Net Deferred Tax Asset       $673,011    $829,430   $144,565    $160,476
                             ========    ========   ========    ========

The Company has a net operating loss carryforward for Federal income tax
purposes of approximately $566,000 on a tax-reporting basis.  The
carryforward will expire in 2010, if not utilized.

The reconciliation of reported income tax expense to the amount of income
tax expense that would result from applying the U.S. Federal income tax
rate of 34% to pretax income is as follows:

                                                2002         2001
                                                ----         ----
Federal income tax at statutory rates        $188,887     $418,205
State income tax, net of federal benefit       31,357       72,246
Other                                         (16,314)       8,963
                                             --------     --------
                                             $203,930      $499,414
                                             ========      ========

Note 12 - Pension Plan

The Company maintains a Simplified Employee Pension ("SEP") plan under
section 408(k) of the Internal Revenue Code for all eligible employees.
Employees are eligible to participate if they are at least 21 years old
and have been employed by the Company for at least 90 days.  Under the
plan, employees may elect to defer up to 12.5% of their salary, subject
to Internal Revenue Service limits.  The Company matched fifty percent
(50%) of 2002 and 2001 contributions by participating eligible employees
up to five percent (5%) of their salary, for a maximum matching
contribution of 2.5% of salary.  The Company's contributions for 2002
and 2001 amounted to $32,316 and $26,282, respectively.

Note 13 - Related Party Transactions

The Company has an unsecured note payable to the majority stockholder.
(See Note 6).

Note 14 - Segment Information

Based on the criteria set forth in SFAS No. 131 "Disclosures about
Segments of an Enterprise and Related Information", the Company operates
two business segments.  One segment is a marketing and service division,
which sells automatic number identification ("ANI") telecommunications
services to the cable television industry.  The other business segment
functions as a communications solution provider and networker integrator.
The segments' accounting policies are the same as those described in the
summary of significant accounting policies.

Summarized financial information by reporting segment as of and for each
of the years ended December 31, 2002 and 2001, is as follows:

                                    ANI          Hardware
Year Ended December 31, 2002     Services      Sales/Service      Total
                                 --------      -------------      -----
Revenues                       $4,836,829     $2,313,566       $7,150,395
Depreciation and amortization     219,668         39,650          259,318
Operating income (loss)         1,592,085       (941,892)         650,193
Assets                          2,072,813      1,895,578        3,968,391
Capital expenditures               31,925         64,891           96,816

Year Ended December 31, 2001

Revenues                       $5,204,812     $1,421,576       $6,625,758
Depreciation and amortization     296,309         87,201          383,510
Operating income (loss)         1,632,745       (222,200)       1,410,545
Assets                          2,599,736      1.686.624        4,286,360
Capital expenditures              119,023         47,347          166,370

Note 15 - Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to
estimate that value:

Cash and Cash Equivalents, Receivables, Accounts Payable, Accrued Expenses
and Notes Payable

The carrying amount approximates fair market value because of the short
maturity of those instruments

Accrued Interest

The Company estimates that the carrying amount approximates fair market
value because the interest rate floats with market interest rates.

Note 16 - Commitments and Contingencies

The Company has received notice from a cable operating company customer
asserting its right to be indemnified against claims of patent infringement
made against the cable operator by a third party.  The third party has
alleged to the cable operator that portions of the cable operator's
pay-per-view operations infringe one or more patents held by such party.
The Company has not received any notice of alleged infringement from the
third party.  The Company has retained independent patent counsel to
review the third party patents and the alleged infringement.  The Company
is unable at this time to determine if it has liability under the indemnity
provisions of the contracts with the cable operator or the amount of such
liability if it exists.

<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.

                                                   TELVUE CORPORATION


DATED: 3/24/03                    By:   /s/Frank J Carcione
                                        ----------------------------------
                                        Frank J. Carcione
                                        President (Chief Executive Officer)


DATED: 3/25/03                    By:   /s/Irene A DeZwaan
                                        ----------------------------------
                                        Irene A. DeZwaan
                                        Treasurer (Controller)

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

SIGNATURES                            TITLE                   DATE

/s/H F Lenfest
--------------------------------    Chairman of the         3/25/03
H.F. Lenfest                        Board and Director

/s/Frank J Carcione                 Director                3/24/03
--------------------------------
Frank J. Carcione

/s/Joseph Murphy                    Director                3/25/03
--------------------------------
Joseph Murphy

/s/H Chase Lenfest                  Director                3/24/03
--------------------------------
H. Chase Lenfest

/s/Joy Tartar                       Director                3/24/03
--------------------------------
Joy Tartar

/s/Neil Heller                      Director                3/25/03
--------------------------------
Neil Heller

CERTIFICATION

I, Frank J. Carcione, certify that:

1. I have reviewed this annual report on Form 10-KSB of TelVue Corporation;

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

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

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

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

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


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

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

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

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

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


                                            /s/Frank J Carcione
Date:  March 24, 2003                       -----------------------------
                                             Frank J. Carcione, President
                                             (Chief Executive Officer)

<PAGE>

CERTIFICATION

I, Irene A. DeZwaan, certify that:

1. I have reviewed this annual report on Form 10-KSB of TelVue Corporation;

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

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

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

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

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

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

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

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

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

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

                                             /s/Irene A DeZwaan
Date:  March 25, 2003                        ---------------------------
                                              Irene A. DeZwaan, Treasurer

<PAGE>
EXHIBIT INDEX

10.11 Letter dated March 26, 2003, from H.F. Lenfest, waiving the
      repayment of loans and accrued interest until January 1, 2005.

23.   Consent of Pressman Ciocca Smith LLP, Certified Public Accountants

99.1  Certification of Chief Executive Officer pursuant to 18 U.S.C. sec.
      1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002 (included herein).

99.3  Certification of Controller pursuant to 18 U.S.C. sec. 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     (included herein).

<PAGE>

EXHIBIT 10.11

                                           March 26, 2003


Frank Carcione, President
TelVue Corporation
16000 Horizon Way, Suite 500
Mt. Laurel, NJ 08054

Dear Frank:

     At your request, this will continue our prior agreement.  Namely,
absent any default under the terms of my loans to TelVue or any other
obligations of TelVue to any other person, including, without limitation,
any voluntary or involuntary bankruptcy or insolvency proceedings by or
against TelVue, I agree not to demand repayment of the loans or payment
in cash of the accrued interest prior to January 1, 2005.

                                            Very truly yours,

                                            /s/H F Lenfest
                                            ---------------------
                                            H.F. (Gerry) Lenfest

<PAGE>
EXHIBIT 23


CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
TelVue Corporation:

We consent to incorporation by reference in the registration statement on
Forms S-8 (No. 333-87631) of TelVue Corporation of our report dated
February 12, 2003, relating to the balance sheets of TelVue Corporation
as of December 31, 2002 and 2001, and the related  statements of
operations, stockholders' deficit and cash flows for the years then
ended, which report appears in the December 31, 2002 annual report on
Form 10-KSB of TelVue Corporation.



/s/ Pressman Ciocca Smith LLP
Huntingdon Valley, Pennsylvania
March 26, 2003

<PAGE>

EXHIBIT 99.1

TELVUE CORPORATION CERTIFICATION PURSUANT TO 18 U.S.C. sec. 1350, AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of TelVue Corporation (the "Company")
on Form 10-KSB for the period ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Frank J. Carcione, President (Chief Executive Officer) of the Company,
certify, pursuant to 18 U.S.C. sec. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a)
    or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
    material respects, the financial condition and result of operations
    of the Company Date:

                                         /s/Frank J Carcione
Date:  March 24, 2003                    ----------------------------
                                         Frank J. Carcione, President
                                         (Chief Executive Officer)
<PAGE>

EXHIBIT 99.2

TELVUE CORPORATION CERTIFICATION PURSUANT TO 18 U.S.C. sec. 1350, AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of TelVue Corporation (the "Company")
on Form 10-KSB for the period ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Irene A. DeZwaan, Treasurer (Controller) of the Company, certify,
pursuant to 18 U.S.C. sec. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or
    15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
    material respects, the financial condition and result of operations
    of the Company. Date:

                                /s/Irene A DeZwaan
Date:  March 25, 2003           ----------------------------------------
                                Irene A. DeZwaan, Treasurer (Controller)