SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

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

   / / Transition Report under Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934.

                  For the fiscal year ended December 31, 2001.

                             Commission File Number
                             ----------------------
                                     0-26351

                                 iVIDEONOW, INC.
                                   ----------
                 (Name of Small Business Issuer in its charter)

               DELAWARE                                95-4603237
     -------------------------------               -------------------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization).              Identification No.)

     8450 E. Crescent Parkway, Suite 100, Greenwood Village, Colorado 80111
     ----------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (720) 889-0133

        Securities registered pursuant to Section 12 (b) of the Act: None

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

Check whether Issuer:  (1) has filed all reports required to be filed by section
13 or 15 (d) of the  Securities and Exchange Act of 1934 during the preceding 12
months and (2) has been  subject  to such  filing  requirements  for the past 90
days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent  filers  pursuant to Rule 405
of Regulation  S-K 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 or any amendment to this Form
10-KSB. / /

Issuer's Revenues for its most recent fiscal year: $164,867.

As of March 31,  2002,  the  aggregate  market value of the voting stock held by
non-affiliates  of the  Issuer's  shares were  $1,230,125.  The market  value of
Common Stock of the Issuer,  par value $.001 per share was computed by reference
to the average of the  closing  bid and asked  prices of one share on such date,
which was $0.065.

The number of shares  outstanding of the Issuer's Common Stock,  par value $.001
per share, as of March 31, 2002, was 24,000,000 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       i
<PAGE>
                                     PART 1


ITEM 1  DESCRIPTION OF BUSINESS.
        -----------------------
History

iVideoNow,  Inc.  ("VNOW" or the  "Company")  was a  developer  and  producer of
comprehensive  multimedia and Internet communication software.  iVideoNow,  Inc.
provided its specific  services to other businesses  interested in communicating
with their clients, investors,  employees and the general public through the use
of  Internet  Video.  The  Company was  comprised  of two  active,  wholly-owned
subsidiaries, Digital Corporate Profiles (DCP) and DXF Design (DXF).

DCP began  offering  customized  CD-ROM Annual Reports in early 1997. The CD-ROM
business  has  expanded  from  financial  CD's to video  based CD's  designed to
provide our clients with an  interactive  marketing and public  relations  tool.
Each CD presents  the clients  information  in an  informative  and  interactive
format through the use of graphs, music, and most importantly, video. It was the
video  programming  expertise gained from the CD-ROM activities that resulted in
research and  development  efforts  focused on an Internet  video library player
system. These specific research and development efforts began in June 1999.

In November  1998,  Digital  Corporate  Profiles  reorganized  through a reverse
merger with a publicly traded company shell (DIGS, Inc.) and became a subsidiary
of DIGS, Inc. The shareholders of Digital Corporate Profiles became the majority
owners of DIGS, Inc. The merger qualified for a tax-free  reorganization and was
accounted for as a recapitalization of Digital Corporate Profiles, Inc.

In August of 1999,  DIGS,  Inc.  formed DXF Design,  Inc. DXF Design  provided a
complete range of digital  graphic design  services that  complement and enhance
the digital media services of Digital Corporate Profiles.  In addition,  DXF had
established an outside clientele base, thus adding an independent  profit center
to VNOW's operations. DXF Design provided graphic services to Disney, Universal,
Merv Griffin Enterprises and USA Studios among others.

DCP's  research and  development  efforts on the Internet  video library  player
concept  began to  materialize  in early  2000.  The  concept  was to develop an
Internet video delivery system that would enhance the viewing  experience of the
end users through  superior  video quality,  operation  simplicity and decreased
download  times.  The player would require no downloads or  "plug-ins,"  provide
instant  screening  for  multiple  videos and would be designed  around a custom
interface.   The  target  market  would  be  the   business-to-business   arena,
specifically  organizations  interested in maximizing  their existing  videos to
effectively  inform Internet users. A prototype of the iVideoNow  System meeting
the above  requirements  was developed in March 2000. By October,  the prototype
was refined into a fully working  production  model, the VNOW 1.0 Internet Video
Player.  In  addition,   the  company  developed  a  companion   Internet  video
distribution  system  using  specially  designed  video  servers and a series of
repeater servers.





                                       1
<PAGE>
On June 15,  2000 the name of the  parent  company  was  officially  changed  to
iVideoNow, Inc. (VNOW). The name change allowed the company to align itself more
closely to its flagship  product,  the iVideoNow Player, as well as align itself
more  closely  to the  technical,  Internet  and  media  industries  in which it
operates.

Overview of the Industry

The  Company  never  was  able to  generate  enough  revenues  to  overcome  its
development  and  marketing  expenses.  Its losses  continued to grow.  With the
demise  of the  "dot-com"  and  internet  markets  in 2000 and  2001,  it became
increasingly  difficult for the Company to compete.  More importantly,  with the
downturn in the economy,  it became  impossible for the Company to raise capital
to continue its business.

In July  2001,  the  Company  ceased  all  operations  and  laid  off all of its
employees.  On August 31, 2001,  the Company sold one of its  subsidiaries,  DXF
Design, Inc. ("DXF"), to DXF's president for a $25,000 note. The note is secured
by all of the DXF Common Stock and has an interest  rate of eight percent and is
due on December 31,  2006.  On  September  27,  2001,  the Company sold its last
operation, Digital Corporate Profiles ("DCP") for a $25,000 note to an unrelated
party. The note is secured by DCP's outstanding Common Stock and has an interest
rate of eight percent and is due on December 31, 2006.

In an attempt to  reorganize,  on December  31,  2001,  the Company  sold,  in a
private  placement,  11,000,000  shares of its Common  Stock to 16  "accredited"
investors  for  $220,000.  Concurrently,  Mr. Peter Dunn,  the sole director and
officer of the Company,  appointed Messrs.  Keating and Browne and Ms. Blackwell
as directors and thereafter resigned.

Plan of Operations

Since  October 2001,  the  Company's  objective has been to acquire an operating
company that will have experienced  management and  opportunities for profitable
growth  in  exchange  for  its   securities.   The  Company  has  no  particular
acquisitions in mind and has not entered into any negotiations regarding such an
acquisition.

General Business Plan

The  Company's  purpose  is to  seek,  investigate  and,  if such  investigation
warrants,  acquire an  interest  in business  opportunities  presented  to it by
persons or firms who or which desire to seek the advantages of an Issuer who has
complied  with the  Securities  Act of 1934 ("1934  Act").  The Company will not
restrict  its  search  to  any  specific  business,  industry,  or  geographical
location, and the may participate in a business venture of virtually any kind or
nature. This discussion of the proposed business is purposefully  general and is
not meant to be restrictive of the Company's virtually  unlimited  discretion to
search  for  and  enter  into  potential  business   opportunities.   Management
anticipates  that it may be able to participate  in only one potential  business
venture because the Company has nominal assets and limited financial resources.

The Company may seek a business  opportunity  with entities  which have recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to


                                       2
<PAGE>
develop a new product or service, or for other corporate  purposes.  The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

The Company anticipates that the selection of a business opportunity in which to
participate  will be  complex  and  extremely  risky.  Due to  general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits may include  facilitating  or improving  the terms on which  additional
equity financing may be sought,  providing liquidity for incentive stock options
or  similar  benefits  to  key  employees,   providing   liquidity  (subject  to
restrictions of applicable  statutes),  for all  shareholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

The company  has,  and will  continue  to have,  limited  capital  with which to
provide the owners of business  opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in an Issuer who has complied  with the 1934 Act without  incurring the
cost and time required to conduct an initial public offering.

The analysis of new business  opportunities  will be undertaken by, or under the
supervision of, the officers and directors of the Company. Management intends to
concentrate on identifying  preliminary prospective business opportunities which
may be brought to its attention  through  present  associations of the Company's
officers  and  directors,  or  by  the  Company's  shareholders.   In  analyzing
prospective business opportunities, management will consider such matters as the
available  technical,  financial and managerial  resources;  working capital and
other financial requirements;  history of operations,  if any; prospects for the
future; nature of present and expected  competition;  the quality and experience
of management  services which may be available and the depth of that management;
the potential for further  research,  development or exploration;  specific risk
factors  not now  foreseeable  but which then may be  anticipated  to impact the
proposed activities of the Company;  the potential for growth or expansion;  the
potential for profit; the public recognition of acceptance of products, services
or  trades;  name  identification;  and other  relevant  factors.  Officers  and
directors  of the Company  expect to meet  personally  with  management  and key
personnel of the business  opportunity  as part of their  investigation.  To the
extent  possible,  the Company  intends to utilize  written reports and personal
investigation  to evaluate  the above  factors.  The Company will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.

Acquisition of Opportunities

In implementing a structure for a particular business  acquisition,  the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement  with another  corporation  or entity.  It may also acquire
stock or assets of an existing  business.  On the consummation of a transaction,
it is probable that the present  management and shareholders of the Company will



                                       3
<PAGE>
no longer be in control of the Company.  In addition,  the  Company's  directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's  shareholders or may sell their
stock in the Company. Any terms of sale of the shares presently held by officers
and/or directors of the Company will be also afforded to all other  shareholders
of the Company on similar terms and conditions. Any and all such sales will only
be made in  compliance  with the  securities  laws of the United  States and any
applicable state.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration  under  application  federal
and state  securities  laws.  In some  circumstances,  however,  as a negotiated
element of its  transaction,  the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  or  which  there  can be no
assurance,  it will be undertaken by the surviving  entity after the Company has
successfully  consummated a merger or  acquisition  and the Company is no longer
considered a "shell" company. The issuance of substantial  additional securities
and their  potential  sale into any  trading  market  which may  develop  in the
Company's  securities may have a depressive effect on the value of the Company's
securities  in the  future,  if such a market  develops,  of  which  there is no
assurance.

While the actual  terms of a  transaction  to which the  Company  may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the  acquired  business  to own 80 percent  or more of the  voting  stock of the
surviving  entity.  In such event,  the shareholders of the Company would retain
less than 20  percent  of the issued  and  outstanding  shares of the  surviving
entity,  which  would  result  in  significant  dilution  in the  equity of such
shareholders.

As part of the  Company's  investigation,  officers and directors of the Company
will meet personally  with  management and key personnel,  may visit and inspect
material  facilities,  obtain  independent  analysis of  verification of certain
information provided, check references of management and key personnel, and take
other reasonable  investigative measures, to the extent of the Company's limited
financial  resources and management  expertise.  The manner in which the Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of
the  opportunity and the relative  negotiation  strength of the Company and such
other management.

With  respect to any merger or  acquisition,  negotiations  with target  company
management  is expected  to focus on the  percentage  of the  Company  which the
target  company  shareholders  would  acquire  in  exchange  for  all  of  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood  hold a substantially  lesser  percentage  ownership  interest in the
Company  following any merger or  acquisition.  The percentage  ownership may be
subject to  significant  reduction  in the event the  Company  acquires a target



                                       4
<PAGE>
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's then shareholders.

The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation and execution of appropriate written agreements.  Although the terms
of such agreements  cannot be predicted,  generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which must be  satisfied  by each of the parties  prior to and after
such  closing,  will  outline  the  manner of  bearing  costs,  including  costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

As stated  hereinabove,  the  Company  will not acquire or merge with any entity
which  cannot  provide  independent   audited  financial   statements  within  a
reasonable period of time after closing of the proposed transaction. The Company
is  subject  to all of the  reporting  requirements  included  in the 1934  Act.
Included in these  requirements is the  affirmative  duty of the Company to file
independent  audited  financial  statements  as part of its Form 8-K to be filed
with the Securities and Exchange  Commission  upon  consummation  of a merger or
acquisition,  as well as the Company's audited financial  statements included in
its annual  report on Form 10-K (or  10-KSB,  as  applicable).  If such  audited
financial  statements  are not available at closing,  or within time  parameters
necessary to insure the Company's  compliance with the  requirements of the 1934
Act,  or if the  audited  financial  statements  provided  do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable,  at the discretion of the present  management of the Company.  If such
transaction is voided, the agreement will also contain a provision providing for
the  acquisition  entity to reimburse the Company for all costs  associated with
the proposed transaction.

Competition

The  Company  will  remain an  insignificant  participant  among the firms which
engage in the acquisition of business opportunities.  There are many established
venture  capital  and  financial  concerns  which  have  significantly   greater
financial and personnel  resources and technical  expertise than the Company. In
view of the  Company's  combined,  extremely  limited  financial  resources  and
limited  management  availability,   the  Company  will  continue  to  be  at  a
significant competitive disadvantage compared to the Company's competitors.

Investment Company Act of 1940

Although the Company will be subject to regulation  under the  Securities Act of
1933, as amended,  and the 1934 Act, management believes the Company will not be
subject to regulation  under the  Investment  Company Act of 1940 insofar as the
Company  will  not be  engaged  in the  business  of  investing  or  trading  in
securities.  In the event the  Company  engages in  business  combinations  that
result  in the  Company  holding  passive  investment  interests  in a number of
entities,  the  Company  could be subject  to  regulation  under the  Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment  company and could be expected to incur  significant  registration
and compliance costs. The Company has obtained no formal  determination from the


                                       5
<PAGE>
Securities  and Exchange  Commission  as to the status of the Company  under the
Investment  Company Act of 1940 and,  consequently,  any  violation  of such Act
would subject the Company to material adverse consequences. The Company believes
that,  currently,  it is exempt  from the  Investment  Company Act of 1940 under
Regulation 3a-2 thereto.

Subsequent Event

None

Employees

As of December 31, 2001, the Company had no full-time employees.


ITEM 2  DESCRIPTION OF PROPERTY.
        -----------------------
The Company has no properties  and at this time has no agreements to acquire any
properties.

The Company  presently  occupies  office space supplied by a shareholder at 8450
East Crescent Parkway, Suite 100, Greenwood Village,  Colorado 80111. This space
is provided to the Company on a rent-free basis, and it is anticipated that this
arrangement will remain until such time as the Company successfully  consummates
a merger or acquisition. Management believes that this arrangement will meet the
Company's needs for the foreseeable future.


ITEM 3  LEGAL PROCEEDINGS.
        -----------------
None.


ITEM 4.  SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS.
         ------------------------------------------------

On November 23, 2001,  in accordance  with the  requirements  of Regulation  14C
under the 1934 Act,  notice was given to the holders of record of the  Company's
issued and  outstanding  Common Stock on November 1, 2001 of action taken by the
Company's Board of Directors and approved, by written consent, by the holders of
a majority  of the issued  and  outstanding  shares of VNOW  Common  Stock.  The
following actions were approved:

Ratification  of the sale of the capital  stock of Digital  Corporate  Profiles,
Inc., a wholly-owned subsidiary of the Company.

(a)     Ratification  of  the  sale  of  the  capital  stock  of  DXF,  Inc.,  a
wholly-owned subsidiary of the Company.

(b)     Ratification  of the  sale of the  capital  stock of  Digital  Corporate
Profiles, a wholly-owned subsidiary of the Company.

(c)     Sale of eleven million (11,000,000) shares of the Company's Common Stock
for $220,000. (See "Sale of Shares").


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<PAGE>
(d)     Subject to the Sale of Shares,  the  election of three new  directors to
the Board of Directors.



                                     PART II


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

(a) The Company's Common Stock is trading on the NASD's OTC Bulletin Board under
the symbol "VNOW".  The following  quotations  reflect the high and low bids for
VNOW's  Common  Stock based on  inter-dealer  prices,  without  retail  mark-up,
mark-down or commission and may not represent actual transactions.  The high and
low prices on a quarterly basis for the last two years are as follows:



                      2000            High Bid     Low Bid
                 ----------------  -------------  ----------
                 First Quarter         $9.38        $4.88
                 Second Quarter        $5.62        $1.50
                 Third Quarter         $2.25        $0.25
                 Fourth Quarter        $0.38        $0.13

                      2001            High Bid     Low Bid
                 ----------------  -------------  ----------
                 First Quarter         $0.15        $0.13
                 Second Quarter        $0.14        $0.05
                 Third Quarter         $0.14        $0.05
                 Fourth Quarter        $0.06        $0.028

                      2002            High Bid     Low Bid
                 ----------------    -----------  ----------
                 First Quarter         $0.08        $0.05

(b) As of March 31, 2002,  there were  approximately  350 record  holders of the
Company's Common Stock. In addition,  there were  approximately 800 shareholders
in street name whose shares are held in the name of other nominees.

(c) There have been no  dividends  declared or paid by the Company on its Common
Stock during the past three years.


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

Cautionary   Statement  Pursuant  to  Safe  Harbor  Provisions  of  the  Private
Securities Litigation Reform Act of 1995:

The  information   included  in  this  discussion   contains   "forward-looking"
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  including  statements  that include the words  "believes",  "expects",
"anticipates",  or similar  expressions.  These  forward-looking  statements may
include,  among others,  statements of expectations,  beliefs,  future plans and

                                       7
<PAGE>

strategies,  anticipated  events or trends, and similar  expressions  concerning
matters that are not historical facts. These forward-looking  statements involve
known and unknown  risks,  uncertainties  and other factors that could the cause
actual results,  performance or achievements of the Company to differ materially
from those expressed in or implied by the forward-looking  statements  contained
herein.

Overview:

iVideoNow,  Inc. was a developer and producer of  comprehensive  multimedia  and
internet  communication  software.  The Company  provided  its services to other
businesses interested in communicating with their clients, investors,  employees
and the general public through the use of internet video. The Company  conducted
its  operations  through two  wholly-owned  subsidiaries,  DXF Design,  Inc. and
Digital Corporate Profiles, Inc. The name of the Company was formally changes to
iVideoNow, Inc. on June 15, 2000.

In July 2001, as a result of continuing  operating  losses,  the Company  ceased
operations  and laid off its  employees.  On August 31, 2001 and  September  27,
2001,  the  Company  sold all of the  capital  stock of DXF,  Inc.  and  Digital
Corporate Profiles,  Inc.,  respectively.  Each former subsidiary was sold for a
$25,000 promissory note due December 31, 2006, with interest at 8% per annum.

Since October 2001,  the Company's  objective has been, and will continue to be,
the acquisition of an operating  company that will have  experienced  management
and  opportunities  for  profitable  growth  in  exchange  for  its  securities.
Although,  the Company has been in preliminary  discussion  with a few companies
concerning  a  possible  acquisition,  no  definitive  agreements  have yet been
reached,  nor is there any  assurance  that such  discussions  will result in an
acquisition.

On December 31, 2001,  the Company sold  11,000,000  shares of common stock in a
private placement to 16 accredited investors for $220,000. The 11,000,000 shares
represent  approximately  50.46% of the  outstanding  shares of common stock. In
conjunction  with this  transaction,  effective  December 31, 2001, the existing
officers and directors of the Company  resigned,  and new officers and directors
were  appointed.  The  Company is  continuing  its  efforts to raise new capital
subsequent to December 31, 2001.

Going Concern:

The accompanying  consolidated  financial statements have been prepared assuming
that the  Company  will  continue as a going  concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The carrying  amounts of assets and  liabilities  presented in the
accompanying  consolidated  financial statements do not purport to represent the
realizable  or  settlement  values.  The Company has  incurred  net losses since
inception  and has  experienced  severe  liquidity  problems.  During 2001,  the
Company  laid off all of its  employees  and sold its  business  operations  for
nominal  consideration.  As a result of these factors, the Company's independent
certified  public  accountants  have  expressed   substantial  doubt  about  the
Company's ability to continue as a going concern.




                                       8
<PAGE>
The  Company  will  require   additional   capital  to  fund  future   operating
requirements,  as well as to fund any new business venture. The Company has been
exploring  various  alternatives  to raise  new  capital,  but  there  can be no
assurances that the Company will ultimately be successful in this regard.

From time to time the Company may also  consider a wide range of other  business
opportunities.  Some of these  business  opportunities  may be  unrelated to the
Company's current business  activities,  could require additional  capital,  and
could result in a change in control of the Company.

Critical Accounting Policies:

The Company  prepared the consolidated  financial  statements in accordance with
accounting  principles  generally accepted in the United States of America.  The
preparation  of these  financial  statements  requires the use of estimates  and
assumptions  that affect the reported  amounts of assets and liabilities and the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period.  Management  periodically  evaluates the  estimates and judgments  made.
Management  bases its estimates and  judgments on historical  experience  and on
various  factors that are  believed to be  reasonable  under the  circumstances.
Actual  results  may  differ  from  these  estimates  as a result  of  different
assumptions or conditions.

The following critical accounting policies affect the more significant judgments
and estimates used in the  preparation of the Company's  consolidated  financial
statements.

Notes Receivable:

The Company has notes receivable aggregating $51,167 (including accrued interest
of $1,167) at December 31, 2001, which bear interest at 8% per annum and are due
on  December  31,  2006.   The  notes  are  secured  by  the  Company's   former
subsidiaries,  the operations of which were discontinued in July 2001. The notes
receivable represent approximately 48% of the Company's total assets at December
31, 2001. The Company  periodically  evaluates the collectability of these notes
receivable based on various factors.  If the Company determines that these notes
receivable,  in part or in full,  are not  collectable,  it will be  required to
recognize a loss in such period.

Results of Operations:

Years Ended December 31, 2001 and 2000 -

The following  discussion  with respect to results of operations  related to the
Company's  operations  that  were  sold  during  2001,  were  considered  to  be
discontinued  operations.  As of December 31, 2001, the Company did not have any
revenue-generating   operations.   Its  activities  are  currently   focused  on
identifying and acquiring an operating  company with experienced  management and
the opportunity for profitable growth in exchange for the Company's  securities.
The Company  has not  identified  any  particular  acquisition.  There can be no
assurances that the Company will be successful in this regard.




                                       9
<PAGE>
Revenues.  Revenues from  discontinued  operations were $164,867 during the year
ended December 31, 2001, as compared to $524,848 for the year ended December 31,
2000,  a decrease  of  $359,981  or 68.6%,  due to the  Company's  inability  to
successfully develop and market its products and services.

Cost of Sales. Cost of sales from  discontinued  operations was $157,305 for the
year ended December 31, 2001, or 95.4% of revenues,  as compared to $382,884 for
the year ended  December  31,  2000,  or 73.0% of  revenues.  Cost of sales as a
percentage of revenues  increased in 2001 as compared to 2000 as a result of the
significant increase inamortization expense of program development costs.

Operating  Expenses.   Operating  expenses  for  discontinued   operations  were
$1,151,441  for the year ended  December 31, 2001, as compared to $1,394,599 for
the year ended  December 31,  2000,  a decrease of $158,725 or 11.4%.  Operating
expenses  for  continued  operations  during 2001 and 2000 were  $84,433 and $0,
respectively.

Other Income (Expenses). For the year ended December 31, 2001, the net for other
income  (expenses),  was  $119,690.  Other income  (expenses)  for  discontinued
operations  including rental income of $13,740,  interest income of $9,958,  and
interest expense of $1,286.  The major component of other income  (expenses) for
continued  operations  were a realized loss on securities of $144,622 and a debt
forgiveness income of $43,477

Liquidity and Capital Resources - December 31, 2001:

During the last few years, the Company has relied on the proceeds from the sales
of its  securities and  short-term  loans to provide the resources  necessary to
develop its business operations, which were sold during 2001.

Operating  Activities.  The Company  utilized  cash of $664,961 in  discontinued
operating  activities  during the year ended  December 31, 2001,  as compared to
utilizing  cash of  $1,022,937  during the year ended  December  31,  2000.  The
decrease  in cash  utilized  in  discontinued  operating  activities  in 2001 as
compared  to  2000  of  $357,976  was  primarily  a  result  of  a  decrease  in
discontinued  operating  activities in 2001, which culminated in the sale of the
Company's  operating  subsidiaries  during the three months ended  September 30,
2001.  In addition,  the Company  utilized  cash of $9,426 and $0 in  continuing
operations during the years ended December 31, 2001 and 2000,  respectively.  At
December 31, 2001,  the Company had cash and cash  equivalents  of $53,245,  net
working capital of $23,631, and a current ratio of 1.73:1.

Investing  Activities.  Net cash used in investing  activities for  discontinued
operations  was $177,149 in 2001,  as compared to $331,035 in 2000.  The Company
acquired  property and  equipment of $96,167 in 2001, as compared to $122,010 in
2000.  The Company  incurred  program  development  costs of $49,280 in 2001, as
compared to $163,161 in 2000. The loan receivable  from an officer  increased by
$31,702 in 2001. The loan receivable from an officer, net of payments, increased
by $45,864 in 2000.

Financing  Activities.  Net cash provided by financing activities for continuing
operations  was $220,000 in 2001, as compared to $2,230,000 in 2000. The Company
sold 11,000,000 shares of common stock in 2001 for net proceeds of $220,000. The
Company sold 2,500 shares of preferred  stock in 2000,  which were  subsequently


                                       10
<PAGE>
converted  into  2,000,000  shares of common stock in 2001,  for net proceeds of
$2,230,000.  For  discontinued  operations,  the Company  borrowed  and repaid a
$30,000  short-term  loan from an officer,  received  proceeds from a short-term
loan of $180,000, and repaid a short-term loan of $480,000 during the year ended
December 31, 2000.

New Accounting Pronouncements:

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities"  ("SFAS No. 133"),  which  standardizes the
accounting for derivative instruments,  including certain derivative instruments
embedded  in other  contracts,  by  requiring  companies  to  record  derivative
financial  instruments  on their  balance  sheets as assets or  liabilities  and
measure  them at fair  value.  Gains and losses  resulting  from  changes in the
values of those  derivatives  would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting.  The key criterion for
hedge  accounting is that the hedging  relationship  must be highly effective in
achieving offsetting changes in fair value or cash flows. In June 1999, the FASB
issued  SFAS  No.  137,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities - Deferral of Effective Date of FASB Statement No. 133", which amends
SFAS No. 133 to be effective for all fiscal years beginning after June 15, 2000.
In September  2000, the FASB issued sfas No. 140,  "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - a Replacement
of FASB Statement No. 125". The Company's  adoption of these  statements  during
2001 did not have any impact on the Company's financial  statement  presentation
or disclosures.

In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations".  SFAS No.
141  requires  the  use  of the  purchase  method  of  accounting  for  business
combinations    initiated    after   June   30,   2001   and    eliminates   the
pooling-of-interests  method.  The  adoption of SFAS No. 141 on July 1, 2001 did
not have  any  impact  on the  Company's  financial  statement  presentation  or
disclosures.

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets", which is effective January 1, 2002. SFAS No. 142 requires,  among other
things, the discontinuance of goodwill amortization.  In addition,  SFAS No. 142
includes  provisions for the  reclassification  of certain  existing  recognized
intangibles  as  goodwill,  reassessment  of the  useful  lives of the  existing
recognized   intangibles,   reclassification   of  certain  intangibles  out  of
previously  reported  goodwill and the  identification  of  reporting  units for
purposes of assessing  potential  future  impairments of goodwill.  SFAS No. 142
also requires the Company to complete a transitional  goodwill  impairment  test
six months  from the date of  adoption.  The  Company  does not expect  that the
adoption  of SFAS  No.  142 will  have any  impact  on the  Company's  financial
statement presentation or disclosures.

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations".  This  statement  addresses the diverse  accounting  practices for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs. The Company will be required to adopt this
statement  effective  January  1, 2003.  The  Company  does not expect  that the



                                       11
<PAGE>
adoption  of SFAS  No.  143 will  have any  impact  on its  financial  statement
presentation or disclosures.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets", which is effective January 1, 2002. SFAS No. 144
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to Be Disposed Of", and a portion of APB Opinion No. 30,
"Reporting  the  Results  of  Operations".  This  statement  provides  a  single
accounting  model for  long-lived  assets to be  disposed  of and  significantly
changes  the  criteria  that  would  have  to be met to  classify  an  asset  as
held-for-sale. Classification as held-for-sale is an important distinction since
such  assets are not  depreciated  and are stated at the lower of fair value and
carrying amount.  This statement also requires  expected future operating losses
from  discontinued  operations  to be  displayed  in the  period(s) in which the
losses  are  incurred,  rather  than as of the  measurement  date  as  presently
required.  The Company  does not expect  that the  adoption of SFAS No. 144 will
have a material  effect on the Company's  financial  statement  presentation  or
disclosures.




ITEM 7  FINANCIAL STATEMENTS.
        --------------------
The financial  statement and supplementary data listed in the accompanying Index
to Financial Statements are attached as part of this report.

List of Financial Statements

The  following  financial  statements of iVideoNow,  Inc. and  Subsidiaries  are
included in this report beginning at page F-1:

    Independent Auditors' Report                           F-2

    Balance Sheet as of December 31, 2001                  F-3

    Consolidated Statement of Operations                   F-4

    Consolidated Statement of Stockholders' Equity         F-5

    Consolidated Statement of Cash Flows                   F-6

    Notes to Consolidated Financial Statements             F-7

All other  schedules for which  provision is made in the  applicable  accounting
regulation of the Securities and Exchange  Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.


ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
       -------------------------------------------------------------------------
DISCLOSURE.
----------
None.


                                       12
<PAGE>

                                    PART III

ITEM 9 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
       --------------------------------------------------
The present  directors,  executive  officers,  key employees and  consultants of
VNOW, their ages,  positions held with the Company, and duration as such, are as
follows:

 Name                Title                  Age         Period of Service
-------------------  ---------------------- ---      -----------------------
Kevin R. Keating     CEO, CFO and Chairman   61      December 2001 - Present

Margie L. Blackwell  Secretary and Director  46      December 2001 - Present

Spencer I. Browne    Director                51      December 2001 - Present



Business Experience

Kevin R. Keating is an investment  executive and for the past five (5) years has
been the  Branch  Manager  of the Vero  Beach,  Florida,  office of  Brookstreet
Securities Corporation ("Brookstreet").  Brookstreet is a full-service, national
network of  independent  investment  professionals.  Mr.  Keating  services  the
investment needs of private clients with special emphasis on equities.  For more
than 35  years,  he has  been  engaged  in  various  aspects  of the  investment
brokerage  business.  Mr.  Keating  began his Wall Street  career with the First
Boston  Corporation in New York in 1965. From 1967 through 1974, he was employed
by  several  institutional  research  boutiques  where  he  functioned  as  Vice
President  Institutional Equity Sales. From 1974 until 1982, Mr. Keating was the
President and Chief Executive Officer of Douglas Stewart, Inc., a New York Stock
Exchange member firm. Since 1982, he has been associated with a variety of firms
as a registered  representative servicing the needs of individual investors. Mr.
Keating  is a  graduate  of  Holy  Cross  College  with  a  degree  in  Business
Administration.

Margie L.  Blackwell  has been the Vice  President  of  Development  for Keating
Investments since October 2000. From 1993 to 1999 she was a financial  assistant
to various non-public companies.  Prior to that, she worked with the Chairman of
the Board of  Tele-Communications,  Inc.("TCI"),  for  eleven  years.  She first
served in the capacity of  Executive  Assistant  and was later  promoted to Plan
Manager  of  TCI's  Employee  stock  Purchase  Plan.  She  was  responsible  for
management of the Stock Plan, a 401(k) qualified plan that invested primarily in
TCI stock. In addition,  Ms. Blackwell served on the TCI Employee Stock Purchase
Plan  Committee as Plan  Secretary.  She has also held the position of Corporate
Secretary for five years for a small S-Corporation devoted to the development of
children's television programming.

Spencer I. Browne is a principal of Strategic Asset Management, LLC, a privately
owned investment firm which he founded in November 1996. Prior to that date, Mr.
Brown has held various executive and management  positions with several publicly
traded  companies  engaged in business related to the residential and commercial
mortgage loan industry. From August 1988 until September 1996, Mr. Browne served


                                       13
<PAGE>
as a  President,  Chief  Executive  Officer  and a director  of Asset  Investors
Corporation  ("AIC"),  a New York Stock Exchange traded company he co-founded in
1986. He also served as  President,  Chief  Executive  Officer and a director of
Commercial  Assets,  Inc., an American Stock Exchange traded company  affiliated
with AIC, from its formation in October 1993 until  September 1996. In 1999, AID
acquired  Commercial Assets,  Inc., and changed its name to American Land Lease,
Inc. ("ANL"). In addition, from June 1990 until March 1996, Mr. Browne served as
President  and a director of M.D.C.  Holdings,  Inc., a New York Stock  Exchange
traded  company and the parent company of a major  homebuilder in Colorado.  Mr.
Browne  also has served as a director  of Annaly  Management,  Inc.,  a New York
Stock Exchange traded company,  since 1997, and of ThermoGenesis Corp., a NASDAQ
traded company, since December 2000. Mr. Browne received a Bachelor of Economics
degree from the University of Pennsylvania's  Wharton School of Business in 1971
and attained a J.D. Degree Cum Laude from Villanova  University School of Law in
1974.

Employment Agreements

In December  2001 Mr. Dunn  resigned as President of the Company and  terminated
his employment  agreement.  The company has no other employment  agreements with
any of its employees.


ITEM 10  EXECUTIVE COMPENSATION.
         ----------------------
The following  table sets forth the  compensation of all officers with an annual
compensation in excess of $100,000 during the past fiscal year.

                         Annual Compensation          Long Term Compensation
                 ----------------------------------- ------------------------

                                        Other Annual  Restricted  Securities
                                 Bonus  Compensation Stock Awards Underlying
                 Year   Salary    ($)        ($)          ($)     Options (#)
                 ----  -------- ------- ------------ ------------ -----------
Peter B. Dunn    2001  $ 45,000  - 0 -     $93,134       - 0 -       - 0 -
                 2000   120,000  - 0 -       7,920       - 0 -       - 0 -
                 1999   116,000  - 0 -       7,920       - 0 -      100,000
-------------------------------
Other annual compensation is as follows:

Peter B. Dunn Represents  monthly car allowance of $7,920,  $7,920 and $7,920 in
2001,  2000,  and 1999,  respectively.  In  addition,  after the Company  ceased
operations  in July 2001,  Mr. Dunn was paid  $85,214  between July and December
2001 as a consultant.

Stock Options Plans

On January 2, 1999, the Company's Board of Directors  approved a Stock Incentive
Plan  referred to as the "1999 Plan." The  Company's  shareholders  approved the
Plan on July 9, 1999.  The  purpose of the 1999 Plan is to enable the Company to
recruit and retain  selected  officers and key  personnel  by  providing  equity
participation in the Company. Under the 1999 Plan, full-time salaried employees,
including directors,  may be granted options at an exercise price of 100% of the


                                       14
<PAGE>
fair market value of the shares on the grant date. The exercise price of options
granted to an individual  whose  holdings  exceed 10% of voting power must be at
110% of the fair market value on the grant date.  Any such options expire within
five years.  Options  generally become  exercisable at a rate of 33% a year over
three years.  The  options,  unless  subject to the 10% voting  power rule,  are
generally  exercisable  up to ten years.  Options under the 1999 Plan can not be
assigned except in the case of death and may be exercised only while an optionee
is employed by the Company, or in certain cases, within a specified period after
employment  ends.  The purchase price and number of shares of each option may be
adjusted  in  certain  cases,  including  stock  splits,  recapitalizations  and
reorganizations. The Board of Directors determines the number of options and the
optionee's.

The 1999 Plan  provides  the  Board of  Directors  authorization  to grant up to
750,000 shares.  During the year-ended December 31, 2001, the Company granted no
qualified stock or nonqualified stock options. Currently, no officer or director
or former officers or directors own any stock options.

Currently,  the Company has granted options to purchase 95,000 shares,  of which
34,999 are exercisable, to three unaffiliated persons at exercise prices ranging
between $5.00 and $0.50 per share. These options expire between January 2010 and
July 2011.

As of December 31, 2001, the Company had available for grant,  in its 1999 Plan,
655,000 options.

Director Compensation

VNOW reimburses its directors for expenses incurred in connection with attending
Board meetings but did not pay directors'  fees or other cash  compensation  for
services rendered as a director in 2001.

Limitation of Liability and Indemnification Matters

Section 145 of the General  Corporate Law ("GCL") of Delaware empowers a company
incorporated  in Delaware,  such as  iVideoNow,  to indemnify  its directors and
officers under certain circumstances. The Company's Certificate of Incorporation
provides that the Company shall  indemnify such persons to the fullest extent of
Delaware law.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Company  under  Delaware  law or  otherwise,  the Company  has been  advised the
opinion of the Securities  and Exchange  Commission is such  indemnification  is
against  public  policy  as  expressed  in the  Act of 1933  and is,  therefore,
unenforceable. In the event a claim for indemnification against such liabilities
(other than payment by the Company for expenses  incurred or paid by a director,
officer  or  controlling  person of the  Company  in  successful  defense of any
action,  suit, or proceeding) is asserted by a director,  officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction,  the  question  of
whether such indemnification by it is against public policy in said Act and will
be governed by the final adjudication of such issue.


                                       15
<PAGE>
Article seven of the Company's  Certificate of  Incorporation  provides that the
Company  shall,  to the full extent  permitted  by Section  145 of the  Delaware
General  Corporation  law, as amended from time to time,  indemnify  all persons
whom it may indemnify pursuant thereto.


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

The following table sets forth, as of March 31, 2002,  certain  information with
respect to the  beneficial  ownership of the Company's  Common Stock by (i) each
stockholder  known by the Company to be the beneficial  owner of more then 5% of
the Company's  Common Stock and (ii) each executive  officer and director of the
Company,  and directors and executive officers of the Company as a group. Except
as indicated it is our understanding  that each individual listed below has sole
power to vote and dispose of the number of shares owned.

                                                             Percentage
                                      Number of Shares    Beneficially Owned
                                      ----------------    ------------------

Kevin R. Keating(1)                       2,000,000              8.3
645 Beachland, Suite 2
Vero Beach, FL  32963

Margie L. Blackwell                         100,000              0.4
8450 E. Crescent Pkwy., Suite 100
Greenwood Village, CO  80111

Spencer I. Browne                           250,000              1.0
8450 E. Crescent Pkwy., Suite 100
Greenwood Village, CO  80111

Timothy J. Keating(1)(2)                  2,250,000              9.4
8450 E. Crescent Pkwy., Suite 100
Greenwood Village, CO  80111

Keating Partners, LP(2)                   2,500,000             10.4
8450 E. Crescent Pkwy., Suite 100
Greenwood Village, CO  80111

Craig Schweiger(3)                        1,250,000              5.2
6624 Kelsey Court
Edina, MN  55436

Frederic Schweiger(3)                     1,250,000              5.2
1753 Park Ridge Pointe
Park Ridge, IL  60068

Calp II, LP                               1,973,000              8.2
C/o Thomson Kernaghan
120 Adelaide Street West, Suite 1600
Toronto, Ontario  M5H 1T1  Canada

Officers and Directors as a Group (3)     2,350,000              9.8

                                       16
<PAGE>
--------------------------

     (1) Kevin R. Keating is the father of Timothy J.  Keating.  Each  disclaims
         any beneficial  ownership in the other's shares of the Company's Common
         Stock.

     (2) The general  partner of Keating  Partners,  LP is Keating  Investments,
         LLC, of which Timothy J. Keating is the managing member. Mr. Timothy J.
         Keating  disclaims  any  beneficial  interest  in the shares of Company
         Common Stock owned by Keating Partners.

     (3) Messrs.  Craig and Frederic  Schweiger are brothers and each  disclaims
         any beneficial  ownership in the other's shares of the Company's Common
         Stock.


ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
         ----------------------------------------------
We have not been a party to any transaction,  proposed transaction, or series of
transactions in which the amount involved exceeds $60,000,  and in which, to our
knowledge,  any of our directors,  officers,  five percent  beneficial  security
holder,  or any member of the immediate family of the foregoing  persons has had
or will have a direct or indirect material interest.




ITEM 13  EXHIBITS, AND REPORTS ON FORM 8-K.
         ---------------------------------
     (a)  Exhibits


      ITEM                                    DESCRIPTION
      ----     -----------------------------------------------------------------

      2.       Plan and Agreement of  Reorganization  between the Registrant and
               Digital  Corporate  Profiles,  Inc.  dated  October  3,  1998  --
               incorporated  by reference  from Exhibit 2 to  Registrant's  Form
               10-SB12G filed June 14, 1999.

      3.1      Articles of Incorporation and Amendments  thereto -- incorporated
               by reference  from Exhibit  3.(i) to  Registrant's  Form 10-SB12G
               filed June 14, 1999.

      3.1(a)   Amendment  to  Articles  of  Incorporation  date  June  8,  2000,
               changing Registrant's name to iVideoNow, Inc., -- incorporated by
               reference to Registrant's Form 10-QSB filed on November 21, 2001.

      3.2      Bylaws of Registrant --  incorporated  by reference  from Exhibit
               3.(iii) to Registrant's Form 10-SB12G filed June 14, 1999.

      4.       Certificate of  Designations,  Preferences and Rights of Series A
               Convertible Preferred Stock of DIGS, Inc., dated March 14, 2000.



                                       17
<PAGE>
      4.11     Shareholder  Voting Trust Agreement between certain  shareholders
               and Kevin R. Keating,  incorporated  by reference to Registrant's
               Form 8-K filed January 10, 2002.

      10.1     Registrant's   1999  Stock  Incentive  Plan  --  incorporated  by
               reference from Exhibit 10.(i) to Registrant's Form 10-SB12G filed
               June 14, 1999.

      10.2     Employment Agreement between Registrant's wholly-owned subsidiary
               and Peter Dunn  incorporated by reference from Exhibit 10.(ii) to
               Registrant's Form 10-SB12G filed June 14, 1999.

      10.3(1)  Placement Agent Agreement by and between DIGS, Inc. and May Davis
               Group, Inc., dated March 14, 2000.

      10.4(1)  Securities  Purchase Agreement by and between DIGS, Inc. and Calp
               II, L.P., dated March 14, 2000.

      10.5(1)  Warrant to Purchase  Common Stock by and between  DIGS,  Inc. and
               May Davis Group,  Inc.,  dated March 14, 2000.  10.61  Warrant to
               Purchase  Common  shares by and between  DIGS,  Inc. and Calp II,
               L.P., dated March 14, 2000.

      10.7(2)  Registration Rights Agreement.

      10.8(2)  Registration Rights Agreement with May Davis Group, Inc.

      10.9(3)  Sale and  Purchase  of Shares  Agreement  dated  August 31,  2001
               between Registrant and David Fleming.

      10.10(3) Sale and Purchase of Shares  Agreement  dated  September 6, 2001,
               between the Registrant and Pamela Jean Gerber.

      10.11    Securities  Purchase  Agreement  between  Registrant  and various
               investors  incorporated by reference to Registrant's  Form 10-QSB
               filed November 19, 2001.
      ---------------------------

        (1)    Incorporated by reference to Registrant's Form 10-KSB filed April
               4, 2000.

        (2)    Incorporated by reference to  Registrant's  Form SB-2 filed April
               19, 2000.

        (3)    Incorporated  by reference to  Registrant's  Form 10-QSB/A  filed
               November 21, 2001.

     (b) Reports on Form 8-K

         Filed with the  Securities  Exchange  Commission  on January 10,  2002,
         regarding "Item 1. Changes in Control of Registrant."





                                       18
<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 April 15, 2002.

                                 iVIDEONOW, INC.



                              /s/ Kevin R. Keating
                        --------------------------------
                           Kevin R. Keating, President


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

           Signatures                                        Date

      /s/ Kevin R. Keating                             April 15, 2002
      -----------------------------------          ---------------------
      Kevin R. Keating
      President, Chief Financial Officer
        and Director


      /s/ Margie L. Blackwell                          April 15, 2002
      -----------------------------------          ---------------------
      Margie L. Blackwell
      Secretary and Director


      /s/ Spencer I. Browne                            April 15, 2002
      ----------------------------------           ---------------------
      Spencer I. Browne
      Director
















                                  END OF FILING



                                       19
<PAGE>





















                        iVIDEONOW, INC. AND SUBSIDIARIES

                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2001



























                                       i
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                        CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001







                          INDEX TO FINANCIAL STATEMENTS

                                                                  Pages
                                                           ------------------

Independent Auditors' Report                                      F - 2

Balance Sheet as of December 31, 2001                             F - 3

Consolidated Statements of Operations
   For the Years Ended December 31, 2001 and 2000                 F - 4

Consolidated Statements of Stockholders' Equity
   For the Years Ended December 31, 2001 and 2000                 F - 5

Consolidated Statements of Cash Flows
   For the Years Ended December 31, 2001 and 2000                 F - 6

Notes to Consolidated Financial Statements                    F - 7 - F - 19



























                                     F - 1
<PAGE>





                          INDEPENDENT AUDITORS' REPORT




April 10, 2002


To the Board of Directors and Stockholders of iVideoNow, Inc.


We have audited the  accompanying  balance sheet of iVideoNow,  Inc. (a Delaware
corporation)   and  Subsidiaries  as  of  December  31,  2001  and  the  related
consolidated statements of operations,  stockholders' equity, and cash flows for
each of the two years in the period ended December 31, 2001. These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the 2001 consolidated  financial  statements  referred to above
present fairly, in all material  respects,  the financial position of iVideoNow,
Inc.  and  Subsidiaries  as of  December  31,  2001,  and the  results  of their
operations  and their cash  flows for each of the two years in the period  ended
December 31, 2001, in conformity with generally accepted  accounting  principles
in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the consolidated
financial  statements,  the Company has incurred net losses since  inception and
has experienced  severe liquidity  problems.  Those conditions raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  in  regards  to  those  matters  also  are  described  in  Note  17.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


CALDWELL, BECKER, DERVIN, PETRICK & CO., L. L. P.
Woodland Hills, California 91364



                                     F - 2
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                                  BALANCE SHEET
                                DECEMBER 31, 2001

                                     ASSETS


CURRENT ASSETS
    Cash                                                       $        53,245
    Receivable  -  officer                                               2,658
                                                               ---------------

             Total Current Assets                                       55,903

LONG-TERM ASSET
    Notes receivable, including interest of $1,167                      51,167
    Deferred tax asset                                                      --
                                                               ---------------

             Total Assets                                      $       107,070
                                                               ===============


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
    Accounts payable and accrued expenses                      $        32,272

STOCKHOLDERS' EQUITY
    Preferred stock, par value $.01 per share;
      20,000,000 shares authorized, 0 shares
      issued and outstanding                                                --
    Common stock, par value $.001 per share;
      80,000,000 shares authorized, 21,800,000
      shares issued and outstanding                                     21,800
    Additional paid-in capital                                       3,917,453
    Accumulated other comprehensive income (loss)                           --
    Retained earnings (deficit)                                     (3,864,455)
                                                               ---------------
             Total Stockholders' Equity                                 74,798
                                                               ---------------

             Total Liabilities and Stockholders' Equity        $       107,070
                                                               ===============








               The Accompanying Notes are an Integral Part of the
                       Consolidated Financial Statements

                                     F - 3
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                                    2001             2000
                                                ------------    ------------
REVENUE                                         $         --    $         --
                                                ------------    ------------
OPERATING EXPENSES
   Professional fees                                  31,660              --
   Consulting                                         40,214              --
   Other                                              12,559              --
                                                ------------    ------------
       Total Operating Expenses                       84,433              --
                                                ------------    ------------
       (Loss) from Operations                        (84,433)             --

OTHER INCOME (EXPENSES)
   Interest income                                     1,225              --
   Debt forgiveness                                   43,477              --
   Realized loss on securities                      (144,622)             --
                                                ------------    ------------
       Total Other Income (Expenses)                 (99,920)             --
                                                ------------    ------------
       (Loss) from Continuing Operations
            Before Income Taxes                     (184,353)             --

PROVISION FOR INCOME TAXES                              (800)             --
                                                ------------    ------------
       (Loss) from Continuing Operation             (185,153)             --
                                                ------------    ------------
DISCONTINUED OPERATIONS
   (Loss) from discontinued operations of
       DCP and DXF (less applicable income
       taxes of $1,600 and $3,200)                (1,123,067)     (1,194,555)
   (Loss) from sale of subsidiaries                  (42,182)             --
                                                ------------    ------------
       (Loss) from discontinued operations        (1,165,249)     (1,194,555)
                                                ------------    ------------
       Net (Loss)                                 (1,350,402)     (1,194,555)

OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
   Unrealized holding (loss) arising during
      period, net of tax benefit                          --        (116,865)
   Add reclassification adjustment for (loss)
      included in net (loss)                         119,612              --
                                                ------------    ------------
       Comprehensive (Loss)                     $ (1,230,790)   $ (1,311,420)
                                                ============    ============
       Basic and diluted (loss) per common
         share  from continuing operations      $      (0.02)   $         --
                                                ============    ============
       Basic and diluted (loss) per common
         share from discontinued operations     $      (0.12)   $      (0.18)
                                                ============    ============
               The Accompanying Notes are an Integral Part of the
                       Consolidated Financial Statements
                                     F - 4
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
<TABLE>
<S>                   <C>      <C>    <C>           <C>      <C>          <C>             <C>           <C>
                      Preferred Stock       Common Stock       Additional      Other        Retained
                      --------------- ----------------------   Paid-In    Comprehensive     Earnings
                      Shares   Amount    Shares      Amount    Capital       (Loss)         (Deficit)       Total
                      -------  ------ ------------  -------- -----------  -------------   ------------- ------------
Balance at Dec. 31, 1999  --   $   --    6,658,631  $  6,659 $ 1,482,594  $      (2,747)  $ (1,319,498) $    167,008

March 14, 2000
  Preferred stock
  issued               2,500       25           --        --   2,229,975             --             --     2,230,000

To cancel shares
  issued for services     --       --      (10,000)      (10)         10             --             --            --

Net (loss) for the
  year ended
   Dec. 31, 2000          --       --           --        --          --             --     (1,194,555)   (1,194,555)

Net unrealized
  holding (loss) on
  investments
  Dec. 31, 2000           --       --           --        --          --       (116,865)            --      (116,865)
                      ------  ------- ------------  -------- -----------  -------------   ------------  ------------
Balance at
   Dec. 31, 2000       2,500       25    6,648,631     6,649   3,712,579       (119,612)    (2,514,053)    1,085,588

Conversion of
  preferred shares
  Jun. 13, 2001       (2,500)     (25)   2,000,000     2,000      (1,975)            --             --            --

Stock sales
  Nov. 6, 2001            --       --   11,000,000    11,000     209,000             --             --       220,000

Stock issued for services
   Nov. 6, 2001           --       --    1,851,369     1,851      (1,851)            --             --            --

Conversion of warrants
  Dec. 11, 2001           --       --      300,000       300        (300)            --             --            --

Net (loss) for the
   year   ended
   Dec. 31, 2001          --       --           --        --          --             --     (1,350,402)   (1,350,402)

Reclassification for
  loss realized at
  Dec. 31, 2001           --       --           --        --          --        119,612             --       119,612
                      ------  ------- ------------  -------- -----------  -------------   ------------  ------------
Balance at Dec. 31, 2001  --  $    --   21,800,000  $ 21,800 $ 3,917,453  $          --   $ (3,864,455) $     74,798
                      ======  ======= ============  ======== ===========  =============   ============  ============
</TABLE>
               The Accompanying Notes are an Integral Part of the
                       Consolidated Financial Statements
                                     F - 5
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
<TABLE>
<S>                                                      <C>          <C>
                                                              2001        2000
                                                         ------------ ------------
   Net (loss)                                            $ (1,350,402)$ (1,194,555)
   Deduct: Net (loss) from discontinued operations         (1,165,249)  (1,194,555)
                                                         ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) from continuing operations                    (185,153)           --
   Adjustments to reconcile net (loss) to net
    cash provided (used) by operating activities:
     Realized loss on marketable equity securities           144,622            --
     Increase in accounts payable and accrued expenses        32,272            --
     (Increase) in accrued interest on notes receivable       (1,167)           --
                                                        ------------  ------------
        Net Cash Flows (Used) by Operating
             Activities of Continuing Operations              (9,426)           --
                                                        ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of convertible preferred stock                         --     2,230,000
  Issuance of common stock                                   220,000            --
                                                        ------------  ------------
        Net Cash Flows Provided by Financing
         Activities of Continuing Operations                 220,000     2,230,000
                                                        ------------  ------------
           Net Cash Provided by Continuing Operations        210,574     2,230,000

           Net Cash (Used) by Discontinued Operations       (839,452)   (1,653,972)
                                                        ------------  ------------
NET INCREASE (DECREASE) IN CASH                             (628,878)      576,028

CASH AT THE BEGINNING OF THE YEAR                            682,123       106,095
                                                        ------------  ------------
CASH AT THE END OF THE YEAR                             $     53,245  $    682,123
                                                        ============  ============
ADDITIONAL DISCLOSURES:
   Cash paid during the year for:
    Interest                                            $         --  $      6,228
                                                        ============  ============
    Income Taxes                                        $      2,400  $      3,200
                                                        ============  ============
NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Note receivable from officer for liabilities
      incurred in the Company name                      $      2,658  $         --
                                                        ============  ============
      Notes receivable from sale of subsidiaries        $     50,000  $         --
                                                        ============  ============
</TABLE>


               The Accompanying Notes are an Integral Part of the
                       Consolidated Financial Statements
                                     F - 6

<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 1 - DESCRIPTION OF BUSINESS

iVideoNow,  Inc. (the Company or  iVideoNow),  formerly  known as DIGS,  Inc., a
Delaware  corporation,  acquired Digital  Corporate  Profiles (DCP) in a reverse
merger on November 9, 1998. In connection  with the agreement of  reorganization
(the Reorganization), the Company issued 5,l94,968 shares of its common stock at
$.001 par value per share, in exchange for all of the  outstanding  common stock
of DCP, in which DCP became a wholly owned  subsidiary of the Company based on a
conversion ratio of three shares of the Company's common stock for each share of
DCP's stock.  Prior to the  reorganization,  the Company was  considered a shell
organization   and  was   inactive.   The  merger   qualified   for  a  tax-free
reorganization and has been accounted for as a  recapitalization  of DCP at book
value. As a result of the recapitalization, the owners of DCP maintained control
of the Company. In 1999, the Company formed two wholly owned  subsidiaries;  DXF
Design,  Inc. (DXF) and DIGS Web Video, Inc. (DWV). DWV is currently an inactive
subsidiary  generating  no revenue and  incurring  no operating  expenses.

DCP provides  complete  multimedia  and Internet  communications  solutions  for
companies to proactively  tell their story.  One of DCP's services is to produce
custom CD-ROM packages for clients focusing on investor relations, environmental
health and safety  issues and  employee  orientation.  Each CD-ROM  presents the
information in an interactive way through the use of graphs,  charts,  music and
most importantly, video.

In  late  1999  DCP  began  developing  a real  time  Internet  Video  screening
application  known  as  iVideoNow!  The  experience  in  video  compression  and
presentation  formats related to CD-ROM production was directly  responsible for
DCP's entry into the Internet Video market.

DXF is a fully functional digital and graphic design studio providing a complete
range of Internet, CD-ROM and promotional print design services. DXF specializes
in designing brochures, corporate identity graphics, corporate and entertainment
promotional  kits,  as well as providing key art for  theatrical  and home video
advertisement.

On August 31, 2001 and September 27, 2001,  the Company sold its 100%  interests
in DXF and DCP for two notes receivable totaling $50,000. (See Note 14.)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation
----------------------
The consolidated  financial statements include the accounts of iVideoNow and its
wholly owned  subsidiaries,  DCP (a California  corporation),  DXF (a California
corporation) and DWV (a California  corporation - inactive).  All  inter-company
accounts and transactions have been eliminated in  consolidation.  On August 31,
2001 and September 27, 2001, the Company sold its 100% interests in DXF and DCP;
therefore, the consolidated financial statements of iVideoNow have been restated
to  reflect  the  disposition  of  DCP  and  DXF  as  discontinued   operations.
Accordingly,   the  revenues,  costs  of  expenses,  and  cash  flows  of  these
discontinued  operations have been excluded from the respective  captions in the

                                      F -7
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Consolidation (Continued)
----------------------
Consolidated Statements of Operations and Consolidated Statements of Cash Flows,
and have been reported  through the dates of  disposition as "Income (Loss) from
Discontinued  Operations" and "Net Cash (Used) by  Discontinued  Operations" for
all periods  presented.  The balance sheet as of December 31, 2001 includes only
iVideoNow.

Segment Information
-------------------
The company adopted Statement of Financial  Accounting Standards (SFAS) No. 131,
"Disclosures  about Segments of an Enterprise and Related  Information" in 1999.
SFAS No. 131  establishes  for the  reporting of  information  about a company's
operating  segments.   Operating  segments  are  defined  as  components  of  an
enterprise  for  which  separate  financial  information  is  available  that is
evaluated  regularly by the chief operating decision maker(s) in deciding how to
allocate  resources  and in assessing  performance.  SFAS No. 131 also  requires
disclosures  about products and services,  geographic areas and major customers.
The  adoption  of SFAS No.  131 did not  affect  results  of  operations  or the
financial position of prior reports. (See Note 12.)

Reclassifications
-----------------
Certain  prior year balances  have been  reclassified  to conform to the current
year's presentation.

Cash and Cash Equivalents
-------------------------
Cash and cash equivalents consist primarily of cash on deposit,  certificates of
deposit,  money market accounts,  and investment grade commercial paper that are
readily  convertible  into cash and purchased with original  maturities of three
months or less.

Marketable Securities
---------------------
Marketable securities consist of common stock.  Marketable securities are stated
at market value as determined by the most recently traded price of each security
at the balance sheet date,  with the  unrealized  gains and losses,  net of tax,
reported  as a  separate  component  of  stockholders'  equity.  All  marketable
securities are defined as available-for-sale securities under provisions of SFAS
No. 115, "Accounting for Certain Investments in Debt and Equity Securities." For
purpose of determining  realized gains and losses,  the cost of securities  sold
was based on first-in, first-out method. (See Note 3.)

Comprehensive Income
--------------------
SFAS No. 130,  "Reporting  Comprehensive  Income",  establishes  a standard  for
reporting and  displaying  comprehensive  income and its  components  within the
financial  statements.  Comprehensive  income  includes  charges  and credits to

                                      F - 8
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Comprehensive Income (Continued)
--------------------
equity that are not the result of transactions with stockholders.  Comprehensive
income is composed of two subsets - net income and other  comprehensive  income.
Included in other comprehensive income for the Company are unrealized losses and
adjustments for realized losses of available-for-sale  securities as of December
31, 2001.

Revenue Recognition
-------------------
Design  and  development  of  CD-ROM  revenues  are  billed  in equal  one-third
installments as the contract  progresses.  All payments are  non-refundable  and
revenue is  recognized  when earned.  Revenue is deemed  earned when there is no
future performance  obligation.  Future  performance  obligation ceases when the
product is approved  and shipped to the client.  The average  length of a CD-ROM
contract is approximately two months.

iVideoNow System revenues are initially billed upon completion of the contracted
set-up fees.  Set-up fees include  customizing the iVideoNow  System software to
the  client's  specific   requirements,   compressing  and  encoding  videos  to
standards, and providing a link to a hosting infrastructure. Thereafter, monthly
hosting  fees are billed at the  beginning of each month,  providing  the client
with a predetermined  amount of data transfer use. Any additional  usage charges
are billed quarterly. The average set-up time is one business week.

Graphic design revenue is billed when the project is completed.

Earnings Per Share
------------------
In 1998, the Company  adopted SFAS No. 128,  "Earning Per Share (EPS)." SFAS No.
128  establishes  standards for computing  and  presenting  EPS and requires the
presentation  of both basic and  diluted  EPS.  Unlike  primary  EPS,  basic EPS
excludes any dilutive effects of options,  warrants,  and convertible securities
and is computed  on the basis of the  weighted-average  number of common  shares
outstanding  during the year. The diluted EPS calculation is very similar to the
previous fully diluted EPS calculation  method. The Company has a simple capital
structure  and there were no changes under the SFAS No. 128  methodology  to the
previously  reported EPS amounts for any of the fiscal years.  Fully diluted per
share data is not presented, as the effects would be antidilutive.

Property and Equipment
----------------------
Depreciation  of  equipment  and  amortization  of  leasehold   improvements  is
calculated by the straight-line  and accelerated  methods based on the following
estimated useful lives:

         Computer                                                      5 Years
         Furniture and fixtures                                        7 Years
         Computer software                                             5 Years
         Leasehold improvements                                       10 Years
                                      F - 9
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Long-Lived Assets
-----------------
In 1998,  the Company  adopted SFAS No. 121,  "Accounting  for the Impairment of
Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of." In accordance
with SFAS No. 121,  long-lived  assets held and used by the Company are reviewed
for  impairment  when  events or  changes  in  circumstances  indicate  that the
carrying  amount of an asset  might not be fully  recoverable.  For  purposes of
evaluating the  recoverability of long-lived  assets,  the estimated future cash
flows associated with the asset would be compared to the asset's carrying amount
to determine if a write-down  to market value or  discounted  cash flow value is
required. (See Notes 5 and 6.)

Program Development Costs
-------------------------
In March 1998, the Company adopted  Statement of Position 98-1,  "Accounting for
Costs of Computer Software  Developed or Obtained for Internal Use." Capitalized
program  development  costs consist of consulting  and  programming  costs.  The
Company   capitalizes   internally   developed   software   costs   based  on  a
project-by-project  analysis of each project's  significance  to the Company and
its estimated  useful life.  All  capitalized  software costs are amortized on a
straight-line method over a period of five (5) years. (See Note 6.)

In 2000,  the  Company  adopted  Financial  Accounting  Standards  Board  (FASB)
Statement No. 2,  "Research and  Development  Costs," and FASB Statement No. 86,
"Accounting  for Costs of Computer  Software to Be Sold,  Leased,  or  Otherwise
Marketed."  The  Company   expensed  all  costs  incurred  in  establishing  the
technological  feasibility  of a computer  software  product that is to be sold,
leased,  or  otherwise  marketed as research  and  development  costs,  which is
required  by FASB  Statement  No. 2. After  technological  feasibility  has been
established,  all costs  incurred will be  capitalized,  as required  under FASB
Statement  No.  86,  and  amortized  over two (2) years.  When the  software  is
available  for  general  release to  customers,  all costs will be  expensed  as
incurred, including costs of maintenance and customer support.

Stock-Based Compensation
------------------------
The Company has elected to follow Accounting Principles Board Opinion (APBO) No.
25,  "Accounting for Stock Issued to Employees," and related  interpretations in
accounting  for its  stock-based  compensation  and to provide  the  disclosures
required under SFAS No. 123, "Accounting for Stock-Based Compensation."

APBO No. 25  requires no  recognition  of  compensation  expense for most of the
stock-based  compensation  agreements provided by the Company where the exercise
price is equal to the market  value at the date of grant.  However,  APBO No. 25
requires  recognition of compensation  expense for variable award plans over the
vesting periods of such plans, based upon the then-current  market values of the
underlying stock. In contrast, SFAS No. 123 requires recognition of compensation



                                     F - 10
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation (Continued)
------------------------
expense for grants of stock,  stock options,  and other equity  instruments over
the vesting  periods of such  grants,  based on the  estimated  grant-date  fair
values of those grants.  (See Note 11.)

Income Taxes
------------
This  Company has adopted SFAS No. 109,  "Accounting  for Income  Taxes",  which
requires a liability  approach to financial  accounting and reporting for income
taxes.  The difference  between the financial  statement and tax basis of assets
and  liabilities  is  determined  annually.   Deferred  income  tax  assets  and
liabilities are computed for those differences that have future tax consequences
using the  currently  enacted  tax laws and rates that  apply to the  periods in
which they are  expected to affect  taxable  income.  Valuation  allowances  are
established,  if necessary, to reduce deferred tax asset accounts to the amounts
that will more  likely than not be  realized.  Income tax expense is the current
tax payable or  refundable  for the period,  plus or minus the net change in the
deferred tax asset and liability accounts.

Consolidated Tax Returns
------------------------
The Company  files  consolidated  federal and state  income tax returns with its
subsidiaries.  In accordance with the inter-corporate tax allocation policy, the
Company  and its  subsidiaries  will pay to or  receive  from the other  entity,
amounts  equivalent  to federal and state income tax charges or credits based on
each separate entity's taxable income or loss using the statutory rates.

Use of Estimates
----------------
The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly, actual results could differ from those estimates.

Name Change
-----------
On June 15, 2000, the Company  officially  changed its corporate name from DIGS,
Inc. to iVideoNow,  Inc. In addition,  the Company's  stock began trading on the
NASDAQ OTC  Bulletin  Board  under its new symbol  "vnow".  The name  change was
approved on April 27, 2000 by stockholders with a majority voting interest.

Recent Accounting Pronouncements
--------------------------------
In  April  2000,   the  Financial   Accounting   Standards   Board  issued  FASB
Interpretation No. 44 (FIN 44), "Accounting for Certain  Transactions  Involving
Stock  Compensation,"  an  interpretation of APBO No. 25 FIN 44 is effective for
transactions  occurring  after July 1, 2000.  The  application of FIN 44 did not
have a material impact on the Company's financial statements.

                                     F - 11
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 3 - MARKETABLE EQUITY SECURITIES

Cost and fair value of marketable  equity securities at December 31, 2001 are as
follows:
                                                    Gross       Gross
                                                  Unrealized  Unrealized
                                Cost      Gains     Losses    Fair Value
                             ----------  -------  ----------- ----------
December 31, 2000
Available for sale
   Equity securities         $  144,622  $    --  $ (119,612) $  25,010
December 31, 2001
    Realized loss on
       worthless securities    (144,622)      --     119,612    (25,010)
                             ----------  -------  ----------  ---------
                             $       --  $    --  $       --  $      --
                             ==========  =======  ==========  =========

Net unrealized  losses from available for sale securities during the years ended
December 31, 2001 and 2000 amounted to $0 and $116,865, respectively,  resulting
in net changes of $0 and $116,865,  respectively,  to Other  Comprehensive Loss.
For the year ended  December  31,  2001,  the Company  reclassified  $119,612 of
unrealized  loss as a  realized  loss  when  the  Company  determined  that  all
investments in securities were worthless.

NOTE 4 - INCOME TAXES

The Company has available at December 31, 2001, net operating loss carryforwards
totaling $3,653,761,  that may be offset against future taxable income,  subject
to Section 382 of the  Internal  Revenue  Code which  could  reduce or defer the
utilization of these losses.

If not used, the net consolidated  operating loss  carryforwards  will expire as
follows:

                December 31,
         ----------------------------
                    2011                            $        81,269
                    2012                                    190,049
                    2018                                    470,148
                    2019                                    512,295
                    2020                                  1,050,000
                    2021                                  1,350,000
                                                  -----------------
                                                  $       3,653,761
                                                  =================

The net  deferred tax asset,  resulting  from the net  operating  losses and the
difference  between  book and tax  depreciation,  included  in the  accompanying
balance  sheet  include  the  following  amounts  of  deferred  tax  assets  and
liabilities at December 31, 2001:

                                     F - 12
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 4 - INCOME TAXES (CONTINUED)


         Deferred Tax Asset - Current             $            --
         Deferred Tax Asset - Non-Current               1,350,000
                                                  ---------------
                                                        1,350,000
         Valuation allowance                           (1,350,000)
                                                  ---------------

                                                  $            --
                                                  ===============

For the  years  ended  December  31,  2001 and  2000,  the  valuation  allowance
increased by $515,000 and $407,084,  respectively. Due to the uncertainty of the
realization of the net operating loss carryforwards, the Company has established
a  valuation  allowance  against  the  carryforward  benefits  in the  amount of
$1,350,000.

The components of the (provision) benefit for income taxes are as follows:

                                                       2001           2000
                                                   ------------  ------------
         Current (Provision) for Income Taxes
            for Continuing Operations
                Federal                            $         --  $         --
                State                                      (800)           --
                                                   ------------  ------------
                                                   $       (800) $         --
                                                   ============  ============

         Current (Provision) for Income Taxes
            for Discontinued Operations
                Federal                            $         --  $         --
                State                                    (1,600)       (3,200)
                                                   ------------  ------------
                                                   $     (1,600) $     (3,200)
                                                   ============  ============

NOTE 5 - PROPERTY AND EQUIPMENT

Amortization and depreciation expenses for the years ended December 31, 2001 and
2000 were  $27,917  and  $35,974,  respectively.  In 2001 and 2000,  the Company
allocated  depreciation  expense  to cost of sales in the  amount of $2,988  and
$4,236,  respectively.  During 2001,  the Company  recorded a $229,926  non-cash
impairment  charge  related to the  Internet  Video and CD-ROM  segments  of the
Company's  operation.  The impairment charge applied to substantially all of its
fixed assets. The Company calculated the present value of expected cash flows of
Internet Video and CD-ROM segments to determine the fair value of the assets.



                                     F - 13
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 6 - PROGRAM DEVELOPMENT COSTS

Amortization expense for the years ended December 31, 2001 and 2000 were $71,742
and $192,147,  respectively.  All amortization  expense was allocated to cost of
sales in both 2001 and 2000.  For the year ended  December 31, 2001, the Company
capitalized an additional $49,280 of program development costs. During the years
ended  December  31, 2001 and 2000,  amortization  of costs  related to computer
software  products  held for lease totaled  $66,531 and $181,017,  respectively.
During 2001, the Company recorded a $72,715 non-cash  impairment  charge related
to the  Internet  Video and CD-ROM  segments  of the  Company's  operation.  The
impairment charge applied to all of its program  development  costs. The Company
calculated the present value of expected cash flows of Internet Video and CD-ROM
segments to determine the fair value of the assets.

NOTE 7 - RENT EXPENSES

For the years ended December 31, 2001 and 2000, rental expenses were $69,096 and
$92,371, respectively. Rental income under the subleases amounted to $13,740 and
$15,100 for the years ended  December  31,  2001 and 2000,  respectively.  As of
September 27, 2001, the Company has no operating lease commitments.

NOTE 8 - CONCENTRATION

For the years ended December 31, 2001 and 2000, sales to two and three customers
accounted for  approximately  99% and 88% of total  revenue,  respectively.  The
total revenue from these customers in 2001 and 2000 were as follows:

                                          For the Years Ended
                                              December 31,
                         -----------------------------------------------------
                                 2001                            2000
                         ----------------------        -----------------------
      Customer A          $    124,797     75.7%        $     219,160     41.8%
      Customer B                    --       --               107,100     20.4
      Customer C                38,770     23.5               133,554     25.5
                         ------------- --------        -------------- --------
                          $    163,567     99.2%        $     459,814     87.7%
                         ============= ========        ============== ========

NOTE 9 - STOCKHOLDERS' EQUITY

Warrants
--------
In connection with the March 14, 2000 private placement of convertible preferred
stock, the Company issued 100,000 warrants to the investors and 200,000 warrants
to the underwriters.  Each warrant may be converted into one share of new common
stock at an exercise  price equal to 110% of the closing bid price of the common
stock on March 14, 2000.  The warrants  expire on May 13, 2003.  On December 11,
2001, the Company issued 300,000 shares of common stock,  par value of $.001, to
the warrant holders in exchange for the early termination of their warrants.

                                     F - 14
<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 9 - STOCKHOLDERS' EQUITY (CONTINUED)

Warrants (Continued)
--------
The following summarizes the warrant activities during the years:

                                                      For the Year Ended
                                                      December 31, 2001
                                          -------------------------------------
                                                               Stock Warrant
                                                Shares         Exercise Price
                                          -----------------   -----------------
         Outstanding at December 31, 1999                --     $            --
            Granted                                 300,000                9.90
            Exercised                                    --                  --
            Expired                                      --                  --
                                          -----------------   -----------------
         Outstanding at December 31, 2000           300,000     $          9.90
            Granted                                      --                  --
            Exercised                               300,000                  --
            Expired                                      --                  --
                                          -----------------   -----------------
         Outstanding at December 31, 2001                --     $            --
                                          =================   =================
Preferred Stock
---------------
In connection with the March 14, 2000 private placement of convertible preferred
stock,  the Company  issued  2,500  shares of Series "A"  Convertible  Preferred
Stock,  par value of $0.01 as of December 31, 2000.  The  preferred  shares were
convertible,  in whole or in part,  at the option of the holders  thereof,  into
non-assessable  shares of common  stock.  The  conversion  rate  (calculated  by
dividing  the  conversion  amount  by the  conversion  price)  was to be used to
determine  the amount of common stock  received for each  preferred  share.  The
conversion  amount is the sum of any accrued and unpaid dividends and the stated
value of $1,000 per preferred  share.  The conversion price would be either 125%
of the  closing  bid price on the  issuance  date,  or the average of 75% of the
lowest  closing bid prices of the common stock during any three (3) trading days
during the 20  consecutive  trading  days  ending on and  including  any date of
determination, whichever was lower.

Holders  of the  preferred  shares  were  entitled  to receive  cumulative  cash
dividends at the annual rate of 6% when the shares were to be converted.  At the
option of the holders,  dividends  would be paid in shares of common stock or in
cash. The preferred shares were to mature on May 13, 2003.

If any preferred shares remained outstanding on the maturity date, then all such
preferred  shares would be converted at the maturity date conversion price or be
redeemed  for an amount in cash per  preferred  share  equal to the  liquidation
preference, which was the sum of (a) stated value and (b) any accrued and unpaid
dividend.

                                     F - 15

<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 9 - STOCKHOLDERS' EQUITY (CONTINUED)

Preferred Stock (Continued)
---------------
Maturity date  conversion  price is defined as 75% of the arithmetic  average of
the lowest  closing  bid price on any three  trading  days of the  common  stock
during the twenty  consecutive  trading days immediately  preceding the maturity
date.

On June 13, 2001, all the convertible preferred shares relating to the March 14,
2000 private placement were converted into 2,000,000 shares of common stock. The
parties holding the preferred  shares on that date elected to convert each share
of convertible  preferred  stock into 800 shares of the Company's  common stock.
Management of the company  renegotiated  the previously  mentioned  terms of the
original agreement to minimize the diluting effect on ownership  associated with
the continually falling price of the Company's stock.

Common Stock
------------
On November 6, 2001, pursuant to the Securities Purchase Agreement,  the Company
issued 11,000,000 shares of common stock, par value of $.001, for $220,000 cash.
In addition,  the Company issued  1,851,369 shares of common stock, par value of
$.001,  for legal and  investment  banking  services  relating to the Securities
Purchase Agreement.

NOTE 10 - EARNINGS (LOSS) PER COMMON SHARE

The following  table sets forth the  computation of basic and diluted (loss) per
common share:

                                                         2001         2000
                                                    ------------  ------------
 Basic and Diluted EPS:

   (Loss) from continuing operations                $   (185,153) $         --
                                                    ============  ============
   Net (loss) per common share from continuing
           operations                               $       (.02) $         --
                                                    ============  ============
   Net (loss) from discontinued operations          $ (1,165,249) $ (1,194,555)
                                                    ============  ============
   Net (loss) per common share from discontinued
           operations                               $       (.12) $       (.18)
                                                    ============  ============
 Weighted-average shares outstanding                   9,651,307     6,648,631
                                                    ============  ============

Fully diluted per share data is antidilutive, and therefore is the same as basic
earnings per share.


                                     F - 16

<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 11 - STOCK OPTION PLANS

The  Company's  1999 stock  option plans  provide  incentive  stock  options and
nonqualified  stock options to purchase the Company's common stock. These may be
granted to directors,  officers,  key employees,  consultants,  and subsidiaries
with an  exercise  price of up to 110% of  market  price  at the date of  grant.
Generally,  options are exercisable in equal  installments over three years from
the date of grant,  and expire  five to ten years from the date of grant.  As of
December 31, 2001,  the maximum of 750,000  shares were approved under the plan,
of which 655,000 shares were available for future grants.

During the year ended December 31, 2000, the Company  granted  325,000 shares of
qualified  stock  options and 85,000  shares of  nonqualified  stock  options to
various individuals at the average exercise price of $1.79 per share.

In electing to follow APBO No. 25,  "Accounting  for Stock Issued to Employees,"
the Company recognizes no compensation expense related to employee stock options
for the year  December 31, 2000,  as no options are granted at a price below the
market price on the day of grant.

Presented below is a summary of stock option plan activity for the year shown:
                                                                   Weighted-
                                                                    Average
                                            Stock Options       Exercise Price
                                          -----------------   -----------------
 Outstanding at December 31, 1999                   295,000     $          5.17
    Granted                                         410,000                1.79
    Exercised                                            --                  --
    Forfeited                                       (64,000)               4.68
    Expired                                              --                  --
                                          -----------------   -----------------
 Outstanding at December 31, 2000                   641,000     $          3.06
    Granted                                              --                  --
    Exercised                                            --                  --
    Forfeited                                      (546,000)               2.94
    Expired                                              --                  --
                                          -----------------   -----------------
 Outstanding at December 31, 2001                    95,000     $          3.70
                                          =================   =================
 Options exercisable at December 31, 2001            34,999     $          3.82
                                          =================   =================

Exercise prices for options outstanding as of December 31, 2001 range from $0.50
to $5.50. The following table summarizes information for options outstanding and
exercisable at December 31, 2001:



                                     F - 17

<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 11 - STOCK OPTION PLANS (Continued)

                      Options Outstanding           Options Exercisable
              ----------------------------------  -------------------------
                                                    Weighted-
                                       Weighted-    Average   Weighted-
                 Stock     Average    Remaining      Stock     Average
   Exercise     Options    Exercise  Contractual    Options    Exercise
    Prices    Outstanding   Price       Life      Exercisable    Price
------------- ------------ --------  -----------  ----------- -------------
    $0.50        25,000      $0.50        2            --        $0.50
$4.25 - $5.00    70,000      $4.95        2          34,999      $4.84
              ------------                        -----------
                 95,000                              34,999
              ============                        ===========

In electing to continue to follow APBO No. 25 for expense recognition  purposes,
the Company is obligated to provide the expanded disclosures required under SFAS
No.  123  for  stock-based  compensation  granted  in  2000.  This  may  include
materially  different  information from reported results,  such as pro forma net
income and earnings  per share had  compensation  expenses  relating to the year
ended December 31, 2000 grants been recognized under the fair value  recognition
provisions of SFAS No. 123.

Because the weighted-average fair values at date of grant were the same or lower
than the market  values at  December  31,  2000,  the  Company's  net income and
earnings  per share will be the same as the proforma net income and earnings per
share. Therefore, the Company's proforma information has not been presented.

The weighted-average fair values at date of grant for options granted during the
year  ended  December  31,  2000  were  $1.79,  and  were  estimated  using  the
Black-Scholes  option  valuation  model  with  the  following   weighted-average
assumptions:
                                                                   2000
                                                              -------------
         Expected life in years                                      5
         Interest rate                                              6.2     %
         Volatility                                                152.5    %
         Dividend Yield                                              --     %

NOTE 12 - SEGMENT INFORMATION

Information  concerning  operations in different lines of business for the years
ended December 31, 2001 and 2000 is presented below.  Inter-company transactions
between segments are not material.



                                     F - 18

<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 12 - SEGMENT INFORMATION (Continued)

                                    DCP             DXF
                               Internet Video     Graphic
           2001                 and CD-ROM         Design      Consolidated
------------------------------ --------------  -------------  --------------
Net Operating Revenues         $        1,000  $     163,867  $      164,867
Operating Income (Loss)              (864,865)        26,706        (838,159)
Identifiable Operating Assets          25,010             --          25,010
Capital Expenditures                  142,245          3,202         145,447
Depreciation and Amortization  $       93,468  $       6,191  $       99,659

                                    DCP
                                  CD-ROM            DXF
                                Design and        Graphic
           2000                 Development        Design     Consolidated
------------------------------ --------------  -------------  --------------
Net Operating Revenues         $      109,300  $     415,548  $      524,848
Operating Income (Loss)            (1,293,736)        41,102      (1,252,634)
Identifiable Operating Assets         894,612        108,337       1,002,949
Capital Expenditures                  254,478         30,693         285,171
Depreciation and Amortization  $      222,933  $       5,188  $      228,121

Identifiable operating assets include cash, available-for-sale securities, trade
accounts receivable, and fixed assets.

On August 31, 2001 and September 27, 2001, the Company sold its 100% interest in
its  subsidiaries  DCP  and  DXF.  Consequently,  the  above  activities,  which
accounted for  approximately  100% of the  operating  activities of the Company,
represented  the  activities  of DCP from January 1, 2001 through  September 27,
2001 and DXF from January 1, 2001 through August 31, 2001. (See Note 14.)

NOTE 13 - RELATED PARTY TRANSACTIONS

During 2001, the Company paid its ex-President  Peter Dunn $85,214 as consulting
fees for the period from July 1, 2001 through  December 31, 2001, in addition to
salary and car allowance of $53,379.

NOTE 14 - DISCONTINUED OPERATIONS

On August 31, 2001, the Company sold its 100% interest in DXF Design, Inc. (DXF)
to its  officer,  David  Flemming,  for a $25,000 note  receivable.  The note is
secured by 1,000 shares of DXF's common stock,  which  represents 100% interest.
The note has an 8% interest rate and is due on December 31, 2006.

On September 27, 2001, the Company sold 1,000 common shares of Digital Corporate
Profiles,  Inc.  (DCP),  which represent its 100% interest in DCP, for a $25,000
note  receivable to an unrelated  party.  The note is secured by 1,000 shares of
DCP's common stock.  The note has an 8% interest rate and is due on December 31,
2006.
                                     F - 19

<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 14 - DISCONTINUED OPERATIONS (Continued)

The Company  recorded a net loss from the sale of the subsidiaries in the amount
of $42,182. The following is a summary of the net assets at the date of sales:

     Current assets                                           $          41,035
     Property, plant and equipment, net                                  38,963
     Loan receivable from officers                                       84,266
     Accounts payable and accrued expenses                              (72,082)
                                                              -----------------
                      Net Assets                              $          92,182
                                                              ==================

The Operating results of discontinued operations are as follows:

                                                     2001           2000
                                                 ------------   ------------
  Net revenue                                    $    164,867   $    524,848
  Net (loss) before provision of income taxes      (1,121,467)    (1,191,355)
  Provision for income taxes                           (1,600)        (3,200)
  (Loss) from discontinued operations            $ (1,165,249)  $ (1,194,555)
                                                 ============   ============

The accompanying consolidated financial statements have been restated to conform
to discontinued operations treatment for all historical periods presented.

NOTE 15 - MARKETING DISCOUNTS

The Company has recognized $40,000 in marketing  discounts during the year ended
December 31, 2000. These marketing  discounts relate to the completion of CD-ROM
production  contracts.  Marketing  discounts  are applied to the gross  contract
amounts,  the net of which is  normally  paid in cash by the  client.  The gross
contract  amounts  are  booked as  revenue  by the  Company,  and any  marketing
discounts  are  recognized  as marketing  expenses  during the same period.  The
Company bases the value of the marketing  discounts on its  historical  costs to
expose and distribute the CD-ROM  products to prospective  clients.  Each CD-ROM
product  bears the  Company's  subsidiary  name Digital  Corporate  Profiles and
provides the end-user contact  information.  Many of the CD-ROM products created
by Digital  Corporate  Profiles  are  distributed  at trade shows or in mailers,
providing the Company with exposure to many prospective clients.

NOTE 16 - SHARES ISSUED FOR SERVICES

On November 17, 1999, the Company  authorized the issuance of 10,000  restricted
shares of common  stock for  services  rendered  relating  to the listing of the
Company's  stock  on the  Frankfurt  Stock  Exchange.  The  Company  recorded  a
stockholder  expense in an amount of $48,000,  which  represents 50% of the fair
market value of the Company's share at $9.60 per share.  The 50% value is deemed
reasonable  considering  the  inability  of the  stockholder  to  dispose of the
restricted stock.

                                     F - 20

<PAGE>
                        iVIDEONOW, INC. AND SUBSIDIARIES
                 (FORMERLY KNOWN AS DIGS, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 16 - SHARES ISSUED FOR SERVICES (Continued)

As of December 31, 2000,  the  authorization  for the issuance of the shares was
rescinded.  As of December 31, 2000,  these  expenses were paid to the vendor by
one of the Company's stockholders.  The Company has recorded the entire expenses
against additional paid-in capital.

NOTE 17 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The financial  statements have been prepared  assuming the Company will continue
as a going  concern.  The Company has incurred net losses since  inception.  The
Company plans to generate the  additional  cash needed through the completion of
additional equity, debt, or joint venture  transactions.  There is no assurance,
however,  that the Company  will be able to complete  its plans in the future at
commercially  reasonable  terms,  if at all, or that the Company will be able to
meet its future contractual obligations.

NOTE 18 - SUBSEQUENT EVENTS

On January 16, 2002,  the Board of Directors  approved the issuance of 2,200,000
shares of common stock to the Company's President,  Secretary,  and Director for
services that will be rendered during the calendar year of 2002. The shares were
valued at $.02 per share for the total amount of $44,000.  Compensation expenses
will be recognized at $11,000 per quarter during 2002.




























                                     F - 21