SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 [Fee Required]

For the fiscal year ended December 31, 2001 or

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 [No Fee Required]

For the transition period from _______________ to ________________

Commission File No. 0-25833



                              VOV ENTERPRISES, INC.
                  --------------------------------------------
                 (Name of Small Business Issuer in its Charter)


          Colorado                                  84-1504370
          --------                                  ----------
(State or other jurisdiction    (I.R.S. Employer Identification or organization)
  of incorporation Number)

                       26 West Dry Creek Circle, Suite 600
                            Littleton, Colorado 80120
                            -------------------------
           (Address of principal executive offices including Zip Code)

                    Issuer's telephone number: (303) 794-9450



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

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


                            No Par Value Common Stock
                            -------------------------
                                (Title of Class)

<PAGE>


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

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

     As of April 30, 2002, 976,200 shares of the Registrant's no par value
Common Stock were outstanding. As of April 30, 2002, there was no market value
of the Registrant's no par value Common Stock, since such stock was not trading
on any exchange.

     Check if there is no disclosure contained herein of delinquent filers in
response to Item 405 of Regulation S-B, and will not be contained, to the best
of the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X

     The Registrant's revenues for its most recent fiscal year were negligible.

     The following documents are incorporated by reference into Part III, Items
9 through 12 hereof: None.

<PAGE>


                                     PART I

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

     The following is a summary of certain information contained in this Report
and is qualified in its entirety by the detailed information and financial
statements that appear elsewhere herein. Except for the historical information
contained herein, the matters set forth in this Report include forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially. These risks and uncertainties are detailed throughout the Report and
will be further discussed from time to time in the Company's periodic reports
filed with the Commission. The forward-looking statements included in the Report
speak only as of the date hereof.

Introduction

Business Development

     Vov Enterprises, Inc. (the "Company") was organized under the laws of the
State of Colorado, on February 23, 1996, to make a distribution of the shares of
Common Stock to friends and business associates of the Company's officers and
directors who are accredited investors. The purpose of the distribution was to
allow the Company to become widely-held, thereby allowing it the opportunity to
merge in the future with a privately-held company seeking a larger stockholder
base. As a result of the foregoing distribution, the Company currently has 235
shareholders.

     The Company is seeking business opportunities through a merger with, or
acquisition of, one or more private companies. The Company has had no material
operations in the past three years.

     The Company believes that there is a demand by non-public corporations for
shell corporations that have a public distribution of securities, such as the
Company. The Company believes that demand for shell corporations has increased
dramatically since the Securities and Exchange Commission (the "Commission")
imposed additional requirements upon "blank check" companies pursuant to Reg.
419 of the Securities Act of 1933, as amended (the "Act"). According to the
Commission, Rule 419 was designed to strengthen regulation of securities
offerings by blank check companies, which Congress has found to have been a
common vehicle for fraud and manipulation in the penny stock market. See
Securities Act Releases No. 6891 (April 17, 1991), 48 SEC Docket 1131 and No.
6932 (April 13, 1992) 51 Docket 0382, SEC Docket 0382. The foregoing regulation
has substantially decreased the number of "blank check" offerings filed with the
Commission, and as a result has stimulated an increased demand for shell
corporations. While the Company has made the foregoing assumption, there is no
assurance that the same is accurate or correct and, accordingly, no assurance
that the Company will merge with or acquire an existing private entity.

General

     The Company proposes to seek, investigate and, if warranted, acquire an
interest in one or more business opportunity ventures. As of the date hereof,
the Company has no business opportunities or ventures under contemplation for
acquisition or merger but proposes to investigate potential opportunities with
investors or entrepreneurs with a concept which has not yet been placed in
operation, or with firms which are developing companies. The Company may seek
out established businesses which may be experiencing financial or operating
difficulties and are in need of the limited additional capital the Company could

                                        1
<PAGE>


provide. The Company anticipates that it will seek to merge with or acquire an
existing business. After the merger or acquisition has taken place, the
surviving entity will be the Company, however, management from the acquired
entity will in all likelihood operate the Company. There is a remote possibility
that the Company may seek to acquire and operate an ongoing business, in which
case the existing management might be retained. Due to the absence of capital
available for investment by the Company, the types of business seeking to be
acquired by the Company will invariably be smaller and higher risk types of
businesses. In all likelihood, a business opportunity will involve the
acquisition of or merger with a corporation which does not need additional cash
but which desires to establish a public trading market for its Common Stock.
Accordingly, the Company's ability to acquire any business of substance will be
extremely limited.

     The Company does not propose to restrict its search for investment
opportunities to any particular industry or geographical location and may,
therefore, engage in essentially any business, anywhere, to the extent of its
limited resources.

     It is anticipated that business opportunities will be available to the
Company and sought by the Company from various sources throughout the United
States, including its officers and directors, professional advisors such as
attorneys and accountants, securities broker/dealers, venture capitalists,
members of the financial community, other businesses and others who may present
solicited and unsolicited proposals. Management believes that business
opportunities and ventures will become available to it due to a number of
factors, including, among others: (a) management's willingness to enter into
unproven, speculative ventures; (b) management's contacts and acquaintances; and
(c) the Company's flexibility with respect to the manner in which it may
structure potential financing, mergers and/or acquisitions. However, there is no
assurance that the Company will be able to structure, finance, merge with and/or
acquire any business opportunity or venture.

Operation of the Company

     The Company intends to search throughout the United States for a
merger/acquisition candidate, however, because of its lack of capital, the
Company believes that the merger/acquisition candidate will be conducting
business within a limited geographical area. The Company intends to maintain its
corporate headquarters and principal place of business at 26 West Dry Creek
Circle, Suite 600, Littleton, Colorado 80120. All corporate records will be
maintained at said office, and it is anticipated that all shareholders' meetings
will take place in Colorado. In the event that a merger or acquisition of the
Company takes place, no assurance can be given that the corporate records or
headquarters will continue to be maintained at Littleton, Colorado, or that
shareholders' meetings will be held in Colorado.

     The Company's executive officers will seek acquisition/merger candidates
and/or orally contact individuals or broker/dealers and advise them of the
availability of the Company as an acquisition candidate. The Company's executive
officers will review material furnished to them by the proposed
merger/acquisition candidates and decide if a merger/acquisition is in the best
interests of the Company and its shareholders.

     The Company may employ outside consultants until a merger/acquisition
candidate has been targeted by the Company, however, management believes that it
is impossible to consider the criteria that will be used to hire such
consultants. While the Company may hire independent consultants, it has not
considered any criteria regarding their experience, the services to be provided,
or the term of service. The Company has not had any discussions with any
consultants and there are no agreements or understandings with any consultants.
Other than as disclosed herein, there are no other plans for accomplishing the
business purpose of the Company.

                                        2
<PAGE>


Selection of Opportunities

     The analysis of new business opportunities will be undertaken by or under
the supervision of the Company's executive officers and directors. Inasmuch as
the Company will have no funds available to it in its search for business
opportunities and ventures, the Company will not be able to expend significant
funds on a complete and exhaustive investigation of such business or
opportunity. The Company will however, investigate, to the extent believed
reasonable by its management, such potential business opportunities or ventures.

     As part of the Company's investigation, representatives of the Company will
meet personally with management and key personnel of the firm sponsoring the
business opportunity, may visit and inspect plants and facilities, obtain
independent analysis or verification of certain information provided, check
references of management and key personnel, and conduct other reasonable
measures, to the extent of the Company's limited financial resources and
management and technical expertise.

     Prior to making a decision to recommend to shareholders participation in a
business opportunity or venture, the Company will generally request that it be
provided with written materials regarding the business opportunity containing
such items as a description of products, services and company history;
management resumes; financial information; available projections with related
assumptions upon which they are based; evidence of existing patents, trademarks
or service marks or rights thereto; current and proposed forms of compensation
to management; a description of transactions between the prospective entity and
its affiliates during relevant periods; a description of current and required
facilities; an analysis of risks and competitive conditions; and other
information deemed relevant.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and costs for accountants, attorneys and others. The Company's
principal stockholders anticipate funding the Company's operations, including
providing funds necessary to search for acquisition candidates, until an
acquisition candidate is found, without regard to the amount involved.
Accordingly, no alternative cash resources have been explored.

     The Company will have unrestricted flexibility in seeking, analyzing and
participating in business opportunities. In its efforts, the Company will
consider the following kinds of factors:

     (i)  Potential for growth, indicated by new technology, anticipated market
          expansion or new products;

     (ii) Competitive position as compared to other firms engaged in similar
          activities;

     (iii) Strength of management;

     (iv) Capital requirements and anticipated availability of required funds
          from future operations, through the sale of additional securities,
          through joint ventures or similar arrangements or from other sources;
          and

     (v)  Other relevant factors.

                                        3
<PAGE>


     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. Potential investors must recognize that due to
the Company's limited capital available for investigation and management's
limited experience in business analysis, the Company may not discover or
adequately evaluate adverse facts about the opportunity to be acquired.

     The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more. The
Company does not plan to raise any capital at the present time, by private
placements, public offerings, pursuant to Regulation S promulgated under the
Act, or by any means whatsoever. Further, there are no plans, proposals,
arrangements or understandings with respect to the sale or issuance of
additional securities prior to the location of an acquisition or merger
candidate.

Form of Acquisition

     The manner in which the Company participates in an opportunity will depend
upon the nature of the opportunity, the respective needs and desires of the
Company and the promoters of the opportunity, and the relative negotiating
strength of the Company and such promoters. The exact form or structure of the
Company's participation in a business opportunity or venture will be dependent
upon the needs of the particular situation. The Company's participation may be
structured as an asset purchase agreement, a lease, a license, a joint venture,
a partnership, a merger, or acquisition of securities.

     As set forth above, the Company may acquire its participation in a business
opportunity through the issuance of Common Stock or other securities in the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended, may depend
upon the issuance to the shareholders of the acquired company of at least eighty
percent (80%) of the Common Stock of the combined entities immediately following
the reorganization. If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Internal
Revenue Code, all prior shareholders may, in such circumstances, retain twenty
percent (20%) or less of the total issued and outstanding Common Stock. If such
a transaction were available to the Company, it will be necessary to obtain
shareholder approval to effectuate a reverse stock split or to authorize
additional shares of Common Stock prior to completing such acquisition. This
could result in substantial additional dilution to the equity of those who were
shareholders of the Company prior to such reorganization. Further, extreme
caution should be exercised by any investor relying upon any tax benefits in
light of the proposed new tax laws. It is possible that no tax benefits will
exist at all. Prospective investors should consult their own legal, financial
and other business advisors.

     The present management and the shareholders of the Company will in all
likelihood not have control of a majority of the voting shares of the Company
following a reorganization transaction. In fact, it is most probable that the
shareholders of the acquired entity will gain control of the Company. The terms
of sale of the shares presently held by management of the Company may not be
afforded to other shareholders of the Company. As part of any transaction, the
Company's then directors may resign and new directors may be appointed without
any vote by shareholders.

                                        4
<PAGE>


     The Company may not borrow funds and use funds to make payments to Company
promoters, management or their affiliates or associates.

     The Company has an unwritten policy that it will not acquire or merge with
a business or company in which the Company's management or their affiliates or
associates directly or indirectly have an ownership interest. Management is not
aware of any circumstances under which the foregoing policy will be changed and
management, through their own initiative, will not change said policy.

     Pursuant to regulations promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Company will be required to obtain
and file with the Commission audited financial statements of the acquisition
candidate not later than 60 days from the date the Form 8-K is due at the
Commission disclosing the acquisition/merger.

Rights of Dissenting Shareholders

     Under the Colorado Corporation Code, a business combination typically
requires the approval of two- thirds of the outstanding shares of both
participating companies. The Company's Articles of Incorporation reduce the
voting requirement to a majority of the Company's outstanding Common Stock.
Shareholders who vote against any business combination in certain instances may
be entitled to dissent and to obtain payment for their shares pursuant to
Sections 7-4-123 and 7-4-124 of the Colorado Corporation Code. The requirement
of approval of the Company's shareholders in any business combination is limited
to those transactions identified as a merger or a consolidation. A business
combination identified as a share exchange under which the Company would be the
survivor does not require the approval of the Company's shareholders, nor does
it entitle shareholders to dissent and obtain payment for their shares.
Accordingly, unless the acquisition is a statutory merger, requiring shareholder
approval, the Company will not provide shareholders with a disclosure document
containing audited or unaudited financial statements, prior to such acquisition.

     Prior to any business combination for which shareholder approval is
required, the Company intends to provide its shareholders complete disclosure
documentation concerning the business opportunity or target company and its
business. Such disclosure will in all likelihood be in the form of a proxy
statement which will be distributed to shareholders at least 20 days prior to
any shareholder's meeting.

     None of the Company's officers, directors, promoters, their affiliates or
associates have had any preliminary contact or discussions with and there are no
present plans, proposals, arrangements or understandings with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction.

Not an "Investment Adviser"

     The Company is not an "investment adviser" under the Federal Investment
Advisers Act of 1940, which classification would involve a number of negative
considerations. Accordingly, the Company will not furnish or distribute advice,
counsel, publications, writings, analysis or reports to anyone relating to the
purchase or sale of any securities within the language, meaning and intent of
Section 2(a)(11) of the Investment Advisers Act of 1940, 15 U.S.C. 80b2(a)(11).

                                        5
<PAGE>


Not an "Investment Company"

     The Company may become involved in a business opportunity through
purchasing or exchanging the securities of such business. The Company does not
intend however, to engage primarily in such activities and is not registered as
an "investment company" under the Federal Investment Company Act of 1940. The
Company believes such registration is not required.

     The Company must conduct its activities so as to avoid becoming
inadvertently classified as a transient "investment company" under the Federal
Investment Company Act of 1940, which classification would affect the Company
adversely in a number of respects. Section 3(a) of the Investment Company Act
provides the definition of an "investment company" which excludes an entity
which does not engage primarily in the business of investing, reinvesting or
trading in securities, or which does not engage in the business of investing,
owning, holding or trading "investment securities" (defined as "all securities
other than United States government securities or securities of majority-owned
subsidiaries") the value of which exceeds forty percent (40%) of the value of
its total assets (excluding government securities, cash or cash items). The
Company intends to implement its business plan in a manner which will result in
the availability of this exemption from the definition of "investment company."
The Company proposes to engage solely in seeking an interest in one or more
business opportunities or ventures.

     Effective January 14, 1981, the Commission adopted Rule 3a-2 which deems
that an issuer is not engaged in the business of investing, reinvesting, owning,
holding or trading in securities for purposes of Section 3(a)(1), cited above,
if, during a period of time not exceeding one year, the issuer has a bona fide
intent to be engaged primarily, or as soon as reasonably possible (in any event
by the termination of a one year period of time), in a business other than that
of investing, reinvesting, owning, holding or trading in securities and such
intent is evidenced by the Company's business activities and appropriate
resolution of the Company's Board of Directors duly adopted and duly recorded in
the minute book of the Company. The Rule 3a-2 "safe harbor" may not be relied on
more than one single time.

The Company's Office

     The Company's office is located at 26 West Dry Creek Circle, Suite 600,
Littleton, Colorado 80120, and the telephone number is (303) 794-9450. The
Company's office is located in the office of Earnest Mathis, the Company's
President and a Director of the Company. The Company's office will remain at Mr.
Mathis' office until an acquisition has been concluded. There are no written
documents memorializing the foregoing. The Company is not responsible for
reimbursement for out-of-pocket office expenses, such as telephone, postage or
supplies.

     There are no agreements or understandings with respect to the office
facility subsequent to the completion of an acquisition. Upon a merger or
acquisition, the Company intends to relocate its office to that of the
acquisition candidate.

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 lack of financial resources and limited management

                                        6
<PAGE>


availability, the Company will continue to be at a significant competitive
disadvantage compared to its competitors. The Company will also be competing
with a large number of small, widely-held companies located throughout the
United States, as well as other publicly-held companies.

Employees

     The Company has no salaried employees and none of its officers, directors
or principal stockholders will receive any compensation for any assistance they
may provide the Company. Management of the Company expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a need to engage
any full-time employees so long as it is seeking and evaluating business
opportunities. The need for employees and their availability will be addressed
in connection with the decision whether or not to acquire or participate in a
specific business opportunity.

Reports to Security Holders

     The Company is subject to reporting obligations under the Exchange Act.
These obligations include an annual report under cover of Form 10-KSB, with
audited financial statements, unaudited quarterly reports and the requisite
proxy statements with regard to annual shareholder meetings. The public may read
and copy any materials the Company files with the Commission at the Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information of the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0030. The Commission maintains an Internet
site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Commission.

ITEM 2. DESCRIPTION OF PROPERTY
-------------------------------

     The Company is provided rent-free office space by an officer and director
of the Company at 26 West Dry Creek Circle, Suite 600, Littleton, Colorado
80120. The Company is not responsible for reimbursement for out-of-pocket office
expenses, such as telephone, postage or supplies.

ITEM 3. LEGAL PROCEEDINGS
-------------------------

     The Company is not a party to any litigation and, to its knowledge, no
action, suit or proceedings have been threatened against the Company.

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

     Not applicable.


                                     PART II

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

     No market exists for the Company's securities and there is no assurance
that a regular trading market will develop, or if developed, that it will be
sustained. A shareholder in all likelihood, therefore, will be unable to resell
the securities referred to herein should he or she desire to do so. Furthermore,
it is unlikely that a lending institution will accept the Company's securities
as pledged collateral for loans unless a regular trading market develops.

                                       7
<PAGE>


     There are no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of the
Company's securities.

     As of April 30, 2002, the Company has 235 holders of record of its Common
Stock.

Dividend Policy

     The Company has not paid any dividends since its inception and does not
anticipate paying any dividends on its Common Stock in the foreseeable future.

Blue Sky Considerations

     The laws of some states prohibit the resale of securities issued by "blank
check" or "shell" corporations. The Company may be considered a "blank check" or
"shell" corporation for the purpose of state securities laws. Accordingly, it is
possible that current shareholders may be unable to resell their securities in
other states. The Company is unaware which particular states prohibit such
resales, other than Idaho and Indiana.

     The Commission has suggested that the Company take steps to prohibit
further transfer of the securities distributed to current shareholders, unless
the Company is assured that the further transfer would not violate the
securities laws of the fifty states. The Company believes that the Commission
has no authority to cause the Company to place restrictions on the securities it
previously distributed and which it currently does not own. Such action by the
Company would legally be construed as a unilateral modification of a fully
executed contract and would be considered as a breach thereof. Further, the
Company believes that such action by the Commission would be a usurpation of the
authority granted it by Congress.

     Further, because each state has a series of exempt securities transaction
predicated upon the particular facts of each transaction, it is impossible to
determine if a contemplated transaction by an existing shareholder would
possibly violate the securities laws of any particular state.

     In the event a current shareholder or broker/dealer resells its securities
in a state where such resale is prohibited, the Company believes that the seller
thereof may be liable criminally or civilly under that particular state's laws.
The Company believes that it will not be liable for such improper secondary
sales.

     Existing shareholders should exercise caution in the resale of their shares
of common stock in light of the foregoing.

SEC Rule 15g

     The Company's shares are covered by Section 15g of the Securities Act of
1933, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special

                                        8
<PAGE>



suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell the Company's securities and
also may affect the ability of purchasers in this offering to sell their shares
in the secondary market.

     Section 15g also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important in
understanding the function of the penny stock market, such as "bid" and "offer"
quotes, a dealer's "spread" and broker/dealer compensation; the broker/dealer
compensation, the broker/dealer's duties to its customers, including the
disclosures required by any other penny stock disclosure rules; the customer's
rights and remedies in causes of fraud in penny stock transactions; and the
NASD's toll-free telephone number and the central number of the North American
Administrators Association, for information on the disciplinary history of
broker/dealers and their associated persons.

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

     The Company seeks merger candidates with ongoing operations. As of December
31, 2001, the Company had not identified any such candidates.

Results of Operations

Year Ended December 31, 2001 vs. Year Ended December 31, 2000.

     No operating revenues were generated during the years ended December 31,
2001 and 2000. Operating expenses decreased by $4,762 to $9,080 for the year
ended December 31, 2001 compared to $13,842 for the year ended December 31,
2000. The Company's net loss decreased to $13,335 for the year ended December
31, 2001 compared to $16,548 for the year ended December 31, 2000.

Liquidity and Capital Resources

     During 2001, stockholders loaned $9,150 to the Company. The loans bear
interest at 12% and are payable upon demand. The Company had a working capital
deficiency of $46,308 at December 31, 2001.

     The Company does not have sufficient funds to continue its operating
activities. Future operating activities are expected to be funded by loans from
major stockholders.

ITEM 7. FINANCIAL STATEMENTS
----------------------------


                                       9
<PAGE>


                              VOV ENTERPRISES, INC.
                          (A Development Stage Company)
                          INDEX TO FINANCIAL STATEMENTS




Financial Statements                                                        Page
--------------------                                                        ----
 Independent Auditors' Report                                                F-2

 Balance Sheet as of December 31, 2001                                       F-3

 Statements of Operations for the years ended December 31, 2001 and
  2000 and for the period from February 23, 1996 (date of inception)
  to December 31, 2001                                                       F-4

 Statements of Changes in Stockholders' Equity (Deficit) for the
  years ended December 31, 2001, 2000, 1999, 1998, 1997 and 1996             F-5

 Statements of Cash Flows for the years ended December 31, 2001
  and 2000 and for the period from February 23, 1996 (date of inception)
  to December 31, 2001                                                       F-6

 Notes to Financial Statements                                               F-7






                                       F-1
<PAGE>






                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Vov Enterprises, Inc.


We have audited the accompanying balance sheet of Vov Enterprises, Inc. (a
development stage Company) as of December 31, 2001, and the related statements
of operations, changes in stockholders' equity (deficit) and cash flows for the
years ended December 31, 2001 and 2000 and for the period from February 23, 1996
(date of inception) to December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vov Enterprises, Inc. as of
December 31, 2001, and the results of its operations and its cash flows for the
years ended December 31, 2001 and 2000 and for the period from February 23, 1996
(date of inception) to December 31, 2001 in conformity with accounting
principals generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $13,335 during the year ended December 31,
2001, and, as of that date had a working capital deficiency of $46,308 and a
stockholders' deficit of $46,308. As discussed in Note 1 to the financial
statements, the Company's operating losses, working capital deficiency and
stockholders' deficit raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also discussed
in Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




                                            Angell & Deering
                                            Certified Public Accountants


Denver, Colorado
April 29, 2002


                                       F-2
<PAGE>


                              VOV ENTERPRISES, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                DECEMBER 31, 2001




                                     ASSETS
                                     ------

Current Assets:
  Cash and cash equivalents                                            $  1,498
                                                                       --------

     Total Assets                                                      $  1,498
                                                                       ========



                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------


Current Liabilities:
  Accounts payable - trade                                             $  1,000
  Notes payable - stockholders                                           38,850
  Accrued interest - stockholders                                         7,956
                                                                       --------

     Total Current Liabilities                                           47,806
                                                                       --------


Stockholders' Equity (Deficit):
  Preferred stock:  no par value, 10,000,000 shares
   authorized, none issued or outstanding                                  --
  Common stock:  no par value, 25,000,000 shares
   authorized, 976,200 shares issued and outstanding                      2,602
  Deficit accumulated during the development stage                      (48,910)
                                                                       --------

     Total Stockholders' Equity (Deficit)                               (46,308)
                                                                       --------

     Total Liabilities and Stockholders' Equity (Deficit)              $  1,498
                                                                       ========



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

                                       F-3
<PAGE>
<TABLE>
<CAPTION>


                              VOV ENTERPRISES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS



                                                 Year Ended       February 23, 1996
                                                 December 31,      (Inception) To
                                            ----------------------   December 31,
                                              2001          2000         2001
                                            ---------    ---------    ---------
<S>                                         <C>          <C>          <C>
Revenue                                     $    --      $    --      $    --

Operating expenses                              9,080       13,842       40,954
                                            ---------    ---------    ---------

   Loss From Operations                        (9,080)     (13,842)     (40,954)

Other Income (Expense):
  Interest expense - stockholders              (4,255)      (2,706)      (7,956)
                                            ---------    ---------    ---------

   Net Income (Loss)                        $ (13,335)   $ (16,548)   $ (48,910)
                                            =========    =========    =========

Net Income (Loss) Per Basic and
 Diluted Share of Common Stock              $    (.01)   $    (.02)   $    (.05)
                                            =========    =========    =========

Weighted Average Number of Basic
 and Diluted Common Shares Outstanding        976,200      976,200      974,262





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

                                       F-4
<PAGE>


                              VOV ENTERPRISES, INC.
                          (A Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)



                                                    Common Stock
                                                 -------------------  Accumulated
                                                  Shares     Amount     Deficit
                                                 --------   --------   --------


Balance at February 23, 1996 (inception)             --     $   --     $   --

Shares of common stock issued in February
 1996 for cash at $.002 per share                 895,000      1,790       --

Shares of common stock issued in
 April 1996 Private Placement
 distribution for no cash, valued
 at $.01 per share                                 81,200        812       --

Net loss                                             --         --       (2,476)
                                                 --------   --------   --------

Balance at December 31, 1996                      976,200      2,602     (2,476)

Net loss                                             --         --          (59)
                                                 --------   --------   --------

Balance at December 31, 1997                      976,200      2,602     (2,535)

Net loss                                             --         --          (47)
                                                 --------   --------   --------

Balance at December 31, 1998                      976,200      2,602     (2,582)

Net loss                                             --         --      (16,445)
                                                 --------   --------   --------

Balance at December 31, 1999                      976,200      2,602    (19,027)

Net loss                                             --         --      (16,548)
                                                 --------   --------   --------

Balance at December 31, 2000                      976,200      2,602    (35,575)

Net loss                                             --         --      (13,335)
                                                 --------   --------   --------

Balance at December 31, 2001                      976,200   $  2,602   $(48,910)
                                                 ========   ========   ========



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

                                       F-5
<PAGE>


                              VOV ENTERPRISES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS



                                                   Year Ended      February 23, 1996
                                                   December 31,     (Inception) To
                                               --------------------   December 31,
                                                 2001        2000        2001
                                               --------    --------    --------

Cash Flows From Operating Activities:
  Net income (loss)                            $(13,335)   $(16,548)   $(48,910)
  Adjustments to reconcile net
   income (loss) to net cash (used)
   by operating activities:
    Issuance of common stock in Private
     Placement distribution                        --          --           812
   Changes in assets and liabilities:
    Accounts payable                              1,000      (2,500)      1,000
    Accrued interest                              4,255       2,706       7,956
                                               --------    --------    --------

       Net Cash (Used) By Operating
        Activities                               (8,080)    (16,342)    (39,142)
                                               --------    --------    --------

Cash Flows From Financing Activities:
  Proceeds from stockholder loans                 9,150      15,000      38,850
  Issuance of common stock                         --          --         1,790
                                               --------    --------    --------

       Net Cash Provided By Financing
        Activities                                9,150      15,000      40,640
                                               --------    --------    --------

       Net Increase (Decrease) in Cash
        and Cash Equivalents                      1,070      (1,342)      1,498

       Cash and Cash Equivalents at
        Beginning of Period                         428       1,770        --
                                               --------    --------    --------

       Cash and Cash Equivalents at
        End of Period                          $  1,498    $    428    $  1,498
                                               ========    ========    ========

Supplemental Disclosure of Cash
 Flow Information:
  Cash paid during the period for:
   Interest                                    $   --      $   --      $   --
   Income taxes                                    --          --          --



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

                                       F-6
</TABLE>
<PAGE>


                              VOV ENTERPRISES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


1.   Summary of Significant Accounting Policies
     ------------------------------------------
        Description of Business
        -----------------------
          Vov Enterprises, Inc. (the "Company") was organized on February 23,
          1996 as a Colorado corporation. The Company is in the development
          stage as is more fully defined in Statement of Financial Accounting
          Standards ("SFAS") No. 7, "Accounting and Reporting by Development
          Stage Enterprises". The Company intends to evaluate, structure and
          complete a merger with, or acquisition of, prospects consisting of
          private companies, partnerships or sole proprietorships. The Company
          may seek to acquire a controlling interest in such entities in
          contemplation of later completing an acquisition.

        Basis of Presentation
        ---------------------
          The accompanying financial statements have been prepared on a going
          concern basis, which contemplates the realization of assets and the
          satisfaction of liabilities in the normal course of business. The
          financial statements do not include any adjustments relating to the
          recoverability and classification of recorded asset amounts or the
          amount and classification of liabilities that might be necessary
          should the Company be unable to continue as a going concern. The
          Company's continuation as a going concern is dependent upon its
          ability to generate sufficient cash flow to meet its obligations on a
          timely basis and to obtain additional financing as may be required.

          The Company's continued existence is dependent upon its ability to
          secure loans from its principal stockholders. Future operating
          expenses will be funded by these loans. The Company's ability to
          continue to meet its obligations is dependent upon obtaining the above
          loans.

        Cash and Cash Equivalents
        -------------------------
          For purposes of the statements of cash flows, the Company considers
          all highly liquid investments with a maturity of three months or less
          at the date of purchase to be cash equivalents.

        Income Taxes
        ------------
          Deferred income taxes are provided for temporary differences between
          the financial reporting and tax basis of assets and liabilities using
          enacted tax laws and rates for the years when the differences are
          expected to reverse.

        Net Income (Loss) Per Basic and Diluted Share of Common Stock
        -------------------------------------------------------------
          Basic earnings per common share is calculated by dividing net income
          (loss) for the period by the weighted average number of common shares
          outstanding during the period. Diluted earnings per share is
          calculated by dividing net income (loss) for the period by the
          weighted average number of common shares outstanding during the period
          increased by the dilutive potential common shares ("dilutive
          securities") that were outstanding during the period. Dilutive
          securities include outstanding stock options and warrants. Dilutive
          securities relating to stock options and warrants are included in the
          calculation of diluted earnings per share using the treasury stock
          method.

          The basic and diluted earnings per share are the same because the
          Company did not have any outstanding stock options or warrants during
          the periods presented.

                                       F-7
<PAGE>


                              VOV ENTERPRISES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


1.   Summary of Significant Accounting Policies (Continued)
     ------------------------------------------------------
        Estimates
        ---------
          The preparation of the Company's financial statements in conformity
          with accounting principles generally accepted in the United States of
          America requires the Company's management to make estimates and
          assumptions that affect the reported amounts of assets and liabilities
          and disclosure of contingent assets and liabilities at the date of the
          financial statements and the reported amount of revenues and expenses
          during the reporting period. Actual results could differ from those
          estimates.

        Recently Issued Accounting Standards
        ------------------------------------
          In June 2001, the Financial Accounting Standard Board ("FASB") issued
          SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and
          Other Intangible Assets". SFAS No. 141 requires business combinations
          initiated after June 30, 2001 to be accounted for using the purchase
          method of accounting. It also specifies the types of acquired
          intangible assets that are required to be recognized and reported
          separately from goodwill. SFAS No. 142 will require that goodwill and
          certain intangibles no longer be amortized, but instead tested for
          impairment at least annually. SFAS No. 142 is required to be applied
          starting with fiscal years beginning after December 15, 2001, with
          early application permitted in certain circumstances. The Company will
          adopt SFAS No. 142 on January 1, 2002 and does not expect any impact
          on the Company's financial statements.

          In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
          Retirement Obligations". SFAS No. 143 establishes accounting standards
          for recognition and measurement of a liability for the costs of asset
          retirement obligations. Under SFAS No. 143, the costs of retiring an
          asset will be recorded as a liability when the retirement obligation
          arises, and will be amortized to expense over the life of the asset.
          The Company will adopt SFAS No. 143 on January 1, 2002 and does not
          currently expect any impact on the Company's financial statements.

          In October 2001, the FASB issued SFAS No. 144, "Accounting for the
          Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses
          financial accounting and reporting for the impairment or disposal of
          long-lived assets and discontinued operations. The Company will adopt
          SFAS No. 144 on January 1, 2002 and does not currently expect any
          impact on the Company's financial statements.

2.   Notes Payable - Stockholders
     ----------------------------
          12% unsecured demand notes payable to Stockholders.       $38,850
                                                                    =======

3.   Preferred Stock
     ---------------
          The authorized preferred stock of the Company consists of 10,000,000
          shares, no par value. The preferred stock may be issued in series from
          time to time with such designation, rights, preferences and
          limitations as the Board of Directors of the Company may determine by
          resolution. The rights, preferences and limitations of separate series
          of preferred stock may differ with respect to such matters as may be
          determined by the Board of Directors, including without limitation,
          the rate of dividends, method and nature of payment of dividends,
          terms of redemption, amounts payable on liquidation, sinking fund
          provisions (if any), conversion rights (if any), and voting rights.
          Unless the nature of a particular transaction and applicable statutes
          require approval, the Board of Directors has the authority to issue
          these shares without shareholder approval.

                                       F-8
<PAGE>


                              VOV ENTERPRISES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


4.   Income Taxes
     ------------
          The components of the provision for income taxes are as follows:

                                                 Year Ended    February 23, 1996
                                                 December 31,    (Inception) To
                                             ------------------   December 31,
                                              2001        2000        2001
                                             ------      ------      ------
          Current:
            Federal                          $ --        $ --        $ --
            State                              --          --          --
                                             ------      ------      ------

             Total                             --          --          --
                                             ------      ------      ------

           Deferred:
            Federal                            --          --          --
            State                              --          --          --
                                             ------      ------      ------

             Total                             --          --          --
                                             ------      ------      ------

          Total Provision For Income Taxes   $ --        $ --        $ --
                                             ======      ======      ======


          The provision (benefit) for income taxes reconciles to the amount
          computed by applying the federal statutory rate to income before the
          provision (benefit) for income taxes as follows:
<TABLE>
<CAPTION>

                                                    Year Ended      February 23, 1996
                                                    December 31,      (Inception) To
                                                 -----------------     December 31,
                                                 2001         2000         2001
                                                 ----         ----         ----
          <S>                                    <C>          <C>          <C>
          Federal statutory rate                 (34)%        (34)%        (34)%
          State income taxes, net of federal
           benefits                               (3)          (3)          (3)
          Valuation allowance                     37           37           37
                                                 ----         ----         ----

          Total                                   -- %         -- %         -- %
                                                 ====         ====         ====

          The following is a reconciliation of the provision for income taxes to
          income before provision for income taxes computed at the federal
          statutory rate of 34%.

                                                                Year Ended      February 23, 1996
                                                                December 31,      (Inception) To
                                                         ----------------------     December 31,
                                                           2001          2000           2001
                                                         --------      --------       --------

          Income taxes at the federal statutory rate     $ (4,534)     $ (5,626)      $(16,629)
          Federal surtax exemption                          2,534         3,144          9,293
          State income taxes, net of federal benefits        (400)         (496)        (1,664)
          Valuation allowance                               2,400         2,978          9,000
                                                         --------      --------       --------

          Total                                          $   --        $   --         $   --
                                                         ========      ========       ========


                                       F-9
</TABLE>
<PAGE>


                              VOV ENTERPRISES INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


4.   Income Taxes (Continued)
     ------------------------
          Significant components of deferred income taxes as of December 31,
          2001 are as follows:

          Net operating loss carry forward                    $ 9,262
                                                              -------

          Total deferred tax asset                              9,262

          Less valuation allowance                             (9,262)
                                                              -------

          Net Deferred Tax Asset                              $  --
                                                              =======

          The Company has assessed its past earnings history and trends and
          expiration dates of carryforwards and has determined that it is more
          likely than not that no deferred tax assets will be realized. A
          valuation allowance of $9,262 as of December 31, 2001 is maintained on
          deferred tax assets which the Company has not determined to be more
          likely than not realizable at this time. The net change in the
          valuation allowance for deferred tax assets was an increase of $2,526
          for the year ended December 31, 2001. The Company will continue to
          review this valuation on a quarterly basis and make adjustments as
          appropriate.

          As of December 31, 2001 the Company had net operating loss
          carryforwards of approximately $48,900. The net operating losses can
          be carried forward twenty years to offset future taxable income. The
          net operating loss carryforwards expire in the years 2011 through
          2021.

5.   Related Party Transactions
     --------------------------
          Notes payable - stockholders (Note 2). The Company recognized interest
          expense of $4,255, $2,706 and $7,956 for the years ended December 31,
          2001 and 2000 and for the period from February 23, 1996 (date of
          inception) to December 31, 2001, respectively, on the notes payable to
          stockholders. Accrued interest of $7,956 was payable to stockholders
          at December 31, 2001.

6.   Fair Value of Financial Instruments
     -----------------------------------
          Disclosures about Fair Value of Financial Instruments for the
          Company's financial instruments are presented in the table below.
          These calculations are subjective in nature and involve uncertainties
          and significant matters of judgment and do not include income tax
          considerations. Therefore, the results cannot be determined with
          precision and cannot be substantiated by comparison to independent
          market values and may not be realized in actual sale or settlement of
          the instruments. There may be inherent weaknesses in any calculation
          technique, and changes in the underlying assumptions used could
          significantly affect the results. The following table presents a
          summary of the Company's financial instruments as of December 31,
          2001:

                                                   Carrying  Estimated
                                                    Amount   Fair Value
                                                    ------   ----------
          Financial Assets:
           Cash and cash equivalents               $ 1,498     $ 1,498

          Financial Liabilities:
           Notes payable                            38,850      38,850

          The carrying amounts for cash and cash equivalents, accounts payable
          and accrued expenses approximate fair value because of the short
          maturities of these instruments. The fair value of the notes payable
          approximates fair value because of the market rate of interest on the
          notes.

                                      F-10




<PAGE>


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

None.




                                       10
<PAGE>


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
--------------------------------------------------------------------------------

     The name, age and position held in the Company by its executive officers
and directors are as follows:

                                                                Officer/Director
Name                    Age             Position                      Since
----                    ---             --------                      -----

Earnest Mathis          42              President and Director         1996

Gary J. McAdam          50              Secretary/Treasurer            1996
                                        and Director

Gary A. Agron           57              Director                       1996


     Directors serve in such capacity until the next annual meeting of the
Company's shareholders and until their successors have been elected and
qualified. The Company's officers serve at the discretion of the Company's Board
of Directors, until their death, or until they resign or have been removed from
office.

     There are no agreements or understandings for any director or officer to
resign at the request of another person and none of the directors or officers is
acting on behalf of or will act at the direction of any other person. No other
person's activities are material to the operation of the Company.

Earnest Mathis - President and Director

     Since February 1996 to the present, Mr. Mathis has been President and a
member of the Board of Directors of the Company and Zedik Enterprises, Inc., an
inactive Colorado-based reporting company. From February 2001 to the present,
Mr. Mathis has been the President, Chief Financial Officer and a member of the
Board of Directors of Care Concepts, Inc., a publicly-held shell corporation.
From January 1999 to January 2002, Mr. Mathis was Chief Executive Officer and
Chief Financial Officer of Milestone Capital, Inc. and served as the company's
sole director. Milestone is a publicly held shell corporation. In January 2002,
Milestone acquired Elite Agents, Inc. in a stock for stock transaction and Mr.
Mathis resigned as an officer and director at that time. From January 1987 to
the present, Mr. Mathis has been President and a member of the Board of
Directors of Inverness Investments, a privately held financial consulting
company in Denver, Colorado. From February 1998 to the present, Mr. Mathis has
served as Manager of Amerigolf, LLC, a golf course development company. From
January 1997 to the present, Mr. Mathis has served as President of Integrated
Medical Services, Inc. (IMS). IMS, through its wholly owned subsidiary,
transports and processes medical waste from small and large generators of
medical waste. In March 1999, IMS sold 100% of its assets to publicly held
Stericycle, Inc. Since March of 2002 Mr. Mathis has been Managing Director of
Waveland Colorado Ventures, LLC Waveland is a Colorado Certified Capital Company
that invests and loans money to Colorado based businesses. Mr. Mathis attended
Denver University where he studied finance and since 1992, has been a member of
the Denver Society of Securities Analysts.

                                       11
<PAGE>


Gary J. McAdam - Secretary/Treasurer and a Director

     From 1996 to the present, Mr. McAdam has been Secretary, Treasurer and a
member of the Board of Directors of the Company and Zedik Enterprises, Inc., an
inactive Colorado-based reporting company. Mr. McAdam has 23 years of experience
working in the financial markets and has served as President of Growth Ventures,
Inc. since 1979. Since 1986, Growth Ventures, Inc. has worked with and consulted
to companies in the areas of mergers and acquisitions, going public, venture
capital, business development and strategic planning, and public relations. From
1998 until September 1999, Mr. McAdam was Vice President and a director of
International Cavitation Technologies, Inc. Mr. McAdam holds a Bachelor of Arts
Degree from the University of Denver.

Gary A. Agron - Director

     Since February 1996 to the present, Mr. Agron has been a director of the
Company. Mr. Agron has also been a director of Meadow Valley Corporation, a
publicly-held Arizona-based construction company, from November 1995 to the
present. He has been engaged in the private practice of securities law since
1977, with emphasis on representation of issuers and brokers-dealers in public
offerings and private placements of equity securities. He has also been a
director of Xedar Corporation, a publicly-held Colorado-based technology design
firm, since 1973, and a director of Zedik Enterprises, Inc., an inactive
Colorado-based reporting company, since 1996. Mr. Agron earned a Bachelor of
Arts degree and a Juris Doctorate degree from the University of Colorado.

     There is no family relationship between any director or executive officer
and any other director or executive officer.

     There are no agreements or understandings for any officer or director to
resign at the request of another person and that none of the officers or
directors are acting on behalf of or will act at the direction of any other
person. The officers and directors may resign, however, at the time of the
acquisition or merger at the request of the management of the acquisition
candidate.

     The activities of each Officer and Director will be material to the
operation of the Company. No other person's activities will be material to the
operation of the Company. There are no promoters of the Company, other than its
Officers and Directors.

ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

     None of the Company's executive officers or directors received compensation
in excess of $100,000 for the years ended December 31, 2001 or 2000 and none
currently receive any compensation. The Company does not anticipate entering
into employment agreements with any of its officers or directors in the near
future. Directors do not receive compensation for their services as directors
and are not reimbursed for expenses incurred in attending board meetings.

     Other than consulting fees and finder's fees which may be paid to
unaffiliated third parties, no other individuals will receive any salaries or
fees from the Company. The Company's officers and directors will not receive
finder's fees, consulting fees or salaries. Officers, directors and/or principal
shareholders may receive cash or stock from the sale of their shares of the
Company's stock to the Company's merger/acquisition candidate or principals of
the merger/acquisition candidate.

                                       12
<PAGE>


Option Grants in Last Year and Stock Option Grants

     The following table provides information on option grants during the year
ended December 31, 2001, to the named executive officers:

Individual Grants

                          % of Total Options
                Options       Granted to
Name            Granted    Employees in Year    Exercise Price   Expiration Date
----            -------    -----------------    --------------   ---------------
Earnest Mathis    -0-             0%                 -----            -----
Gary J. McAdam    -0-             0%                 -----            -----
Gary A. Agron     -0-             0%                 -----            -----

Aggregate Option Exercise of Last Fiscal year and Fiscal Year-End Option Values

     There were no executive officers' unexercised options at December 31, 2001.
No shares of Common Stock were acquired upon exercise of options during the
fiscal year ended December 31, 2001.

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

     The following table sets forth the Common Stock ownership, as of the date
of this Report, of (i) each person known by the Company to be the beneficial
owner of 5% or more of the Company's Common Stock, (ii) each director
individually, and (iii) all directors and officers of the Company. Each person
has sole voting and investment power with respect to the shares of Common Stock
shown, and all ownership is of record and beneficial.

                                       Amount of               Percent
Name                                   Ownership               of Class
----                                   ---------               --------

Earnest Mathis (1)                      298,334                 30.56%
26 West Dry Creek Circle, Suite 600
Littleton, CO 80120

Gary J. McAdam (2)                      298,333                 30.56%
6041 South Syracuse Way, Suite 307
Englewood, CO 80111

Gary A. Agron                           298,333                 30.56%
5445 DTC Parkway, Suite 520
Englewood, CO 80111

All officers and directors as a         895,000                 91.68%
group (3 persons) (1)(2)

----------
(1)  Represents 298,334 shares held in the name of Mathis Family Partners, Ltd.,
     a Colorado limited partnership of which Mr. Mathis is the general partner.
(2)  Represents 298,333 shares held in the name of GM/CM Family Partners, Ltd.,
     a Colorado limited partnership of which Mr. McAdam is the general partner.


                                       13
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

     Management of the Company believes that the transactions described below
were no less fair than the terms of transactions which the Company might
otherwise have entered into with third party nonaffiliated entities. All related
party transactions must be approved by a majority of the disinterested members
of the Company's Board of Directors.

     The Company was incorporated on February 23, 1996. In February 1996, the
Company issued a total of 895,000 shares of Common Stock to the Company's
Officer, Directors, and one director's wife.

     Other than the Company's officers and directors, there are no promoters as
that term is defined in Rule 405 of Regulation C. The Company's officers and
directors are deemed founders of the Company. The 895,000 shares of common stock
issued to the Company's officers and directors were issued for cash in the
amount of $1,790.00. A portion of the foregoing shares are held in the name of
nominees on behalf of the said officers and directors. See "Item 11. Security
Ownership of Certain Beneficial Owners and Management."

     Since inception, the Company's principal stockholders have loaned an
aggregate of $38,850 to the Company at 12% interest, unsecured, payable on
demand. Accrued interest of $7,956 was payable as of December 31, 2001. To date,
no payments of principal or interest have been made.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

     a.   Exhibits:

          Exhibit No.   Title
          -----------   -----

          2.01          Articles of Incorporation of the Registrant (1)

          2.02          Bylaws of the Registrant (1)

          (1)  Filed with the Company's Form 10-SB on April 21, 1999.

     b.   Reports on Form 8-K.

          No reports on Form 8-K were filed during the last quarter of the
          period covered by this Report.



                                       14
<PAGE>


                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized, in Littleton, Colorado, on May 8, 2002.

                                         VOV ENTERPRISES, INC.



                                         By: /s/ Earnest Mathis
                                         ---------------------------------------
                                         Earnest Mathis, President


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on the dates
indicated.

        Signature                       Title                           Date
        ---------                       -----                           ----


/s/ Earnest Mathis              President and Director               May 8, 2002
-------------------------
Earnest Mathis

/s/ Gary J. McAdam              Secretary/Treasurer (Chief           May 8, 2002
-------------------------       Financial Officer) and
Gary J. McAdam                  Director


/s/ Gary A. Agron               Director                             May 8, 2002
-------------------------
Gary A. Agron







                                       15