UNITED STATES 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; For the Fiscal Year Ended: June 30, 2001.

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934

                         Commission File Number: 0-24682

                            WORLDWIDE PETROMOLY, INC.

             (Exact name of registrant as specified in its charter)

                                    Colorado

         (State or other jurisdiction of incorporation or organization)

                                   84-1125214

                        (IRS Employer Identification No.)

          12600 Deerfield Parkway, Suite 100, Alpharetta, Georgia 30004

          (Address of principal executive offices, including zip code)

                                 (678) 762-3295

              (Registrant's telephone number, including area code)

                    Securities registered under Section 12(b)
                              of the Exchange Act:

                                       N/A

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

                               Title of Each Class

                           Common Stock, no par value

Indicate by check mark whether the registrant (i) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (ii) 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 Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The issuer had no revenue for the most recent fiscal year.

The aggregate market value of Common Stock held by non-affiliates of the
registrant as of September 19, 2001, based upon the last reported sales prices
on the OTCBB, was approximately $3,196,183. As of September 18, 2001, there were
160,800,859 shares of Common Stock outstanding.



<PAGE>

                                TABLE OF CONTENTS

                                                                        Page

PART I

         Item 1.  BUSINESS..................................................1

         Item 2.  PROPERTIES................................................7

         Item 3.  LEGAL PROCEEDINGS.........................................7

         Item 4.  SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY HOLDERS.......................................7

PART II

         Item 5.  MARKET FOR COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS.......................................7

         Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............9

         Item 7.  FINANCIAL  STATEMENTS....................................12

         Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE...................13

PART III

         Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                  AND CONTROL PERSONS......................................13

         Item 10. EXECUTIVE COMPENSATION...................................14

         Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT....................................15

         Item 12. CERTAIN RELATIONSHIPS AND RELATED
                  PARTY TRANSACTIONS.......................................17

         Item 13. EXHIBITS AND REPORTS ON FORM 8-K.........................17

                                       i

<PAGE>

                           FORWARD LOOKING STATEMENTS

         This Annual Report on Form 10-KSB and the information incorporated by
reference may include "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
and Exchange Act of 1934, as amended. Various statements, estimates, predictions
and projections stated under " "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business," and
elsewhere in this Annual Report are "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. These statements appear in a number of places in this Annual Report and
include statements regarding the intent, belief or current expectations of
Worldwide PetroMoly, Inc. or our officers with respect to, among other things,
the ability to successfully implement our operating and acquisition strategies,
including trends affecting our business, financial condition and results of
operations. While these forward-looking statements and the related assumptions
are made in good faith and reflect our current judgment regarding the direction
of the related business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein. These statements are based upon a number of
assumptions and estimates, which are inherently subject to significant
uncertainties and contingencies, many of which are beyond our control and
reflect future business decisions which are subject to change. Some of these
assumptions inevitably will not materialize, and unanticipated events will occur
which will affect our results. Some important factors (but not necessarily all
factors) that could affect our revenues, growth strategies, future profitability
and operating results, or that otherwise could cause actual results to differ
materially from those expressed in or implied by any forward-looking statement,
include the following:

         o   our ability to successfully implement our acquisition and operating
             strategies;

         o   our ability to manage rapid expansion;

         o   the success or failure of acquisitions and other opportunities that
             we may pursue;

         o   changes in the availability of debt or equity capital and increases
             in borrowing costs or interest rates;

         o   changes in regional and national business and economic conditions,
             including the rate of inflation;

         o   changing demographics;

         o   changes in the laws and government regulations applicable to us;

         o   increased competition; and

         Stockholders and other users of this Annual Report on Form 10-KSB are
urged to carefully consider these factors in connection with the forward-looking
statements. We do not intend to publicly release any revisions to any
forward-looking statements contained herein to reflect events or circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.

                                     PART I

Item 1.  BUSINESS

General

         Worldwide PetroMoly, Inc., ("we" or the "Company") formerly known as
Ogden, McDonald & Company, was incorporated under Colorado law on October 13,
1989. Ogden, McDonald & Company was originally formed for the purpose of seeking
out acquisitions of properties, businesses, or merger candidates, without
limitation as to the nature of the business operations or geographic location of
the acquisition candidate. On July 22, 1996, Ogden, McDonald & Company completed
a transaction pursuant to which the shareholders of Worldwide PetroMoly
Corporation, a Texas corporation, acquired approximately 90.6% of the shares
outstanding in Ogden, McDonald & Company, and Worldwide PetroMoly Corporation
became a wholly owned subsidiary of Ogden, McDonald & Company. On October 11,
1996, Ogden, McDonald & Company changed its name to Worldwide PetroMoly, Inc.

                                       1
<PAGE>

         From July 22, 1996, until June 1, 2001, the Company through Worldwide
PetroMoly Corporation, engaged in the business of manufacturing, marketing and
distributing a line of molybdenum fortified lubricant products called
PetroMoly(TM), an engine oil additive designed to enhance and maintain engines.
The Company's lubricant business was operated entirely out of Worldwide
PetroMoly Corporation. The Company was unable to create a sustained commercial
market for its lubricant products, and Worldwide PetroMoly Corporation incurred
significant and on-going losses.

         On June 1, 2001, we consummated a transaction pursuant to which Small
Town Radio, Inc., a Georgia corporation, was merged into our subsidiary created
for the purpose of this merger. Pursuant to this transaction, all of the
outstanding shares of Small Town Radio, Inc. were exchanged for shares of our
common stock. As a result, the former shareholders of Small Town Radio, Inc. now
beneficially own an aggregate of 118,467,860 shares approximately 75% of the
Company's outstanding common stock as of the effective date of the merger. Also,
and in connection with the acquisition of Small Town Radio, Inc. by the Company,
on June 7, 2001 all of the share capital of Worldwide PetroMoly Corporation was
sold to Mr. Gilbert Gertner, the former Chairman of the Board.

         Small Town Radio, Inc., now a wholly owned subsidiary of the Company,
was incorporated in the State of Georgia on March 13, 2000. From the date of its
incorporation, Small Town Radio, Inc.'s founding shareholders have investigated
and developed a plan of operation pursuant to which Small Town Radio, Inc. will
acquire and operate radio stations in geographically contiguous, small,
non-rated markets, initially located in rural areas of Southeast. Until our
regular annual shareholders' meeting, we will retain the name Worldwide
PetroMoly, Inc. in our charter, but will conduct our business under the name of
our wholly owned subsidiary, Small Town Radio, Inc.

         Our business strategy, through our sole operating subsidiary, Small
Town Radio, Inc., is to secure through acquisition a significant number of radio
stations in its target markets, generally smaller, less populated areas near,
but not in, mid-sized and larger markets. Because our business will be run
through its subsidiary, Small Town Radio, Inc., this section will reference
Small Town Radio, Inc. Small Town Radio, Inc. intends initially to acquire radio
stations in rural sections of South Georgia, and then expand into additional,
geographically contiguous markets in the Southeast. We believe that a network of
stations in contiguous broadcast areas with two or three common programming
formats will provide an advertising and listener base of significant size.

         We believe that acquiring radio stations in small, less populated
markets represent attractive opportunities, because they are generally
characterized by:

         o   A small number of stations, few of which have professional sales
             staff which solicit advertising from the business community;

         o   A greater need for radio advertising compared to the national
             average, especially by those businesses that need to recruit
             consumer transactions from nearby cities and towns;

         o   Opportunities for substantial growth in advertising revenues as
             national and regional retailers expand into smaller, less populated
             areas;

         o   A weaker competitive environment, as compared to major metropolitan
             areas, comprised of small independent operators, many of whom lack
             the capital to produce locally-originated programming and/or to
             employ more sophisticated research, marketing, management and sales
             techniques; and

         o   Less direct format competition due to a smaller number of stations
             in any given market, and relative consistent listener interests
             such that two or three programming formats may reach a dominant
             share of the market.

         These market characteristics, coupled with the opportunity to establish
contiguous coverage across multiple radio station markets, create the potential
for revenue growth and cost efficiencies.

         Currently, we do not own any radio stations. However, Small Town Radio,
Inc. currently has asset purchase agreements for the purchase of five radio
stations in the Southeast. Even though we entered into these asset purchase

                                       2
<PAGE>

agreements, we do not consider it to be reasonably probable at this time that we
will be able to close on these transactions, due to the fact that we currently
have no reliable source of financing in place to fund these acquisitions. If we
are able to obtain a reliable source of financing, we expect to own twenty
stations by the end of 2002 and up to forty stations by the end of 2003. Small
Town Radio, Inc. plans to acquire stations that utilize both "frequency
modulation" ("FM") and "amplitude modulation" ("AM"). Assuming that we are able
to successfully execute our acquisition plan, we will continue to look to
acquire additional geographically contiguous stations in small non-rated markets
in order to build a group of stations that can be operated as a network, in
order to achieve operating efficiencies and marketing leverage derived from a
larger advertising customer and listener base.

Operating Strategy

         Small Town Radio, Inc.'s operating strategy is to maximize the
geographical coverage of its network of radio stations, thereby increasing the
number of available listeners and advertisers and it believes consequently,
broadcast revenue and cash flow. To achieve these goals, we intend to:

         o   Secure and maintain a leadership position by owning a network of
             stations with contiguous broadcast coverage to increase the overall
             size of the markets served;

         o   Coordinate programming, promotional and sales strategies among each
             group of local stations to enhance revenue opportunities and
             maximize cost efficiencies within each market;

         o   Implement a regional sales staff and marketing initiatives to
             maximize its share of local advertising revenue in each market, as
             well as across the broadcast network;

         o   Combine market research with an assessment of its competitors'
             vulnerabilities in order to identify significant and sustainable
             target audiences;

         o   Achieve a significant penetration of the listener market with the
             use of two or three programming formats within the network; and

         o   Centralize operating activities across the region, with programming
             that appeals to the collective market, while customizing local
             programming.

Ownership of Geographically Contiguous Stations

         Small Town Radio, Inc. will attempt to secure and maintain a leadership
position in the markets we serve by creating geographical signal coverage, not
only in those markets in which we will own stations, but also in adjacent
markets. By coordinating programming, promotional and sales strategies within
each local station at the regional level, Small Town Radio, Inc. will attempt to
capture a wide demographic range of listeners, thus providing a broader appeal
to advertisers.

         Small Town Radio, Inc. will provide a mix of local inventory of
available advertising time and spots on its network of stations. By offering
both local advertising and access to adjacent markets through our network of
stations, we believe that we will strengthen relationships with advertisers, and
maximize the value of its advertising inventory.

         Small Town Radio, Inc. also intends to develop regional programming and
sales resources for our radio station network to enhance the growth potential of
under performing stations. Through consolidation into a common studio
broadcasting facility, we believe that we can reduce the risks associated with
the implementation of station performance improvements, such as new format
launches and technical upgrades. This strategy will permit combined programming
with regional appeal, while maintaining a level of localized input. Small Town
Radio, Inc. intends to achieve cost savings within a market by consolidating
facilities, sales and administrative personnel, management and operating
resources, such as on-air talent, programming and music research, and reducing
other redundant expenses.

                                       3
<PAGE>

Sales and Marketing Initiatives

         Small Town Radio, Inc. intends to maximize its share of local
advertising revenue in each of its markets through sales and marketing
initiatives. Because many of the radio stations that we may acquire have no
dedicated, or trained, sales staff, we believe that we can derive significant
benefits from creating or expanding the sales forces of acquired stations. We
intend to maximize revenue by utilizing sophisticated inventory management
techniques to provide sales personnel with frequent price adjustments based on
regional and local market conditions. We expect to strengthen relationships with
some advertisers by offering on-site events staged at, and broadcast from, the
advertiser's business location.

Targeted Programming and Promotion

         To maintain or improve our position in each market, we will combine
market research with an assessment of competitors' vulnerabilities in order to
identify significant and sustainable target audiences. We will then tailor the
programming, marketing and promotion of each radio station to maximize its
appeal to the targeted audience. We will attempt to build strong markets by:

         o   Creating distinct, highly visible profiles with regional appeal for
             its on-air personalities, particularly those broadcasting during
             morning drive time, which traditionally airs between 6:00 a.m. and
             10:00 a.m.;

         o   Utilizing multiple formats, which can reach a dominant portion of
             the population in these smaller markets;

         o   Formulating recognition for the Small Town Radio, Inc. network, in
             addition to the individual stations, to promote listenership and
             advertising leverage across the entire geographical area; and

         o   Actively participating in community events and charities.

Combination of Centralized Operations and Local Presence

         We believe that radio requires a local presence, both in its
programming and by being active in the community. Accordingly, although much of
our operations will be centralized, we will maintain a "Community Coordinator"
within each market. Further, the sales staff will actively participate in the
community and maintain valuable relationships within the area. From a broadcast
standpoint, we will incorporate local news and information into our regional
programming format, so that programming content will both appeal to the
population within the entire region as well as provide localized content that is
supportive of the station community.

Source of Revenues

         We expect that virtually all of our broadcast revenue will be generated
from the sale of local and regional advertising for broadcast on our radio
stations. We expect to receive additional revenue from the sale of national
advertising, network compensation payments and other miscellaneous transactions.
The major categories of advertisers include telephone companies, restaurants,
fast food chains, automotive companies and grocery stores.

         We will use a centralized regional sales staff structure. Individual
salespersons will be assigned to a listening area instead of a specific station.
The sales staff will solicit advertising either directly from the local
advertiser or indirectly through advertising agencies. We expect that most sales
will be generated through direct solicitation of the local advertisers. We
believe that we can better understand the advertiser's business needs and more
effectively design advertising campaigns to sell the advertiser's products
through these direct relationships. Where desired, we will produce commercials
for the advertisers in our centralized studios to be located in the Atlanta
area. We intend to make national sales through a firm specializing in radio
advertising sales on the national level in exchange for a commission based on
gross revenue. Regional sales, which we define as sales to advertisers located
in regions surrounding our markets but not necessarily physically located within
a market, will be handled by our regional sales staff.

                                       4
<PAGE>

         Depending on the programming format of a particular station, we will
estimate the optimum number of advertising spots available. The number of
advertisements that can be broadcast without jeopardizing listening levels is
limited in part by the format of a particular station. We will strive to
maximize station revenue by managing advertising inventory, and will adjust
pricing based on local market conditions and the ability to provide advertisers
with an effective means of reaching a targeted demographic group. Each station
will have a general target level of on-air inventory. This target level may be
different at different times of the day, but tends to remain stable over time.
Selling activity is based on demand for the radio stations' on-air inventory
and, in general, we intend to respond to this demand by varying prices rather
than the target inventory level for a particular station.

Competition

         The radio broadcasting industry is highly competitive. The success of
each station depends largely upon audience ratings and its share of the overall
advertising revenue within its market. Stations compete for listeners and
advertising revenue directly with other radio stations within their respective
markets. Radio stations compete for listeners primarily on the basis of program
content that appeals to a particular demographic group. Building a strong
listener base consisting of a specific demographic group in a market enables an
operator to attract advertisers seeking to reach those listeners. Companies that
operate radio stations must be alert to the possibility of another station
changing format to compete directly for listeners and advertisers. A station's
decision to convert to a format similar to that of another radio station in the
same geographic area may result in lower ratings and advertising revenue,
increased promotion and other expenses and, consequently, lower broadcast cash
flow.

         Factors that are material to a radio station's competitive position
include management experience, the station's local audience rank in its market,
transmitter power, assigned frequency, audience characteristics, local program
acceptance and the number and characteristics of other radio stations in the
market area. Recent changes in FCC policies and rules permit increased ownership
and operation of multiple local radio stations. We believe that radio stations
that elect to take advantage of joint arrangements such as local marketing
agreements or joint sales agreements may in certain circumstances have lower
operating costs and may be able to offer advertisers more attractive rates and
services.

         Although the radio broadcasting industry is highly competitive, some
barriers to entry exist. The operation of a radio broadcast station requires a
license from the FCC, and the number of radio stations that can operate in a
given market is limited by the availability of FM and AM radio frequencies
allotted by the FCC to communities in that market, as well as by the FCC's
multiple ownership rules regulating the number of stations that may be owned and
controlled by a single entity. The FCC's multiple ownership rules have changed
significantly as a result of the Telecommunications Act of 1996, see the
following section on Federal Regulation of Radio Broadcasting.

         Stations compete for advertising revenue with other media, including
newspapers, broadcast television, cable television, magazines, direct mail,
coupons and outdoor advertising. In addition, the radio broadcasting industry is
subject to competition from new media technologies that are being developed or
introduced, such as the delivery of audio programming by cable television
systems, by satellite and by digital audio broadcasting. Digital audio
broadcasting may deliver by satellite to nationwide and regional audiences,
multi-channel, multi-format, digital radio services with sound quality
equivalent to compact discs. The delivery of information through the Internet
also could create a new form of competition.

Federal Regulation of Radio Broadcasting

         The ownership, operation and sale of broadcast stations are subject to
the jurisdiction of the FCC, which acts under authority derived from the
Communications Act of 1934, as amended, and the Telecommunications Act 1996,
which made changes in several broadcast laws. Among other things, the FCC:

         o   assigns frequency bands for broadcasting;

         o   determines whether to approve changes in ownership or control of
             station licenses;

         o   regulates equipment used by stations;

                                       5
<PAGE>

         o   adopts and implements regulations and policies that directly or
             indirectly affect the ownership, operation and employment practices
             of stations; and

         o   has the power to impose penalties for violations of its rules under
             the Communications Act.

         The following is a brief summary of certain provisions of the
Communications Act and of specific FCC regulations and policies. Failure to
observe these or other rules and policies can result in the imposition of
various sanctions, including fines, the grant of abbreviated license renewal
terms or, for particularly egregious violations, the denial of a license renewal
application, the revocation of a license or the denial of FCC consent to acquire
additional broadcast properties.

         License Grant and Renewal

         Radio stations operate under renewable broadcasting licenses that are
ordinarily granted by the FCC for maximum terms of eight years. Licenses are
renewed through an application to the FCC. Petitions to deny license renewals
can be filed by interested parties, including members of the public. These
petitions may raise various issues before the FCC. The FCC is required to hold
hearings on renewal applications if the FCC is unable to determine that renewal
of a license would serve the public interest, convenience and necessity, or if a
petition to deny raises a substantial and material question of fact as to
whether the grant of the renewal application would be inconsistent with the
public interest, convenience and necessity. If, as a result of an evidentiary
hearing, the FCC determines that the licensee has failed to meet certain
requirements and that no mitigating factors justify the imposition of a lesser
sanction, then the FCC may deny a license renewal application.

         We are not currently aware of any facts that would prevent the timely
renewal of the licenses to operate the broadcast stations that we intend to
acquire, although we cannot assure you that all of these licenses will be
renewed. We are not currently aware of any facts that would prevent the timely
transfer to us of the licenses held by the current owners of the radio stations
that we intend to purchase.

         Multiple Ownership Rules

         The Communications Act and FCC rules impose specific limits on the
number of commercial radio stations an entity can own, or in which it can hold
an attributable interest, in a single local market. These rules preclude us from
acquiring certain stations that we might otherwise seek to acquire. The rules
also effectively prevent us from selling stations in a market to a buyer that
has reached its ownership limit in the market. The local radio ownership rules
are as follows:

         In markets with 45 or more commercial radio stations, ownership is
limited to eight commercial stations, no more than five of which can be either
AM or FM;

         In markets with 30 to 44 commercial radio stations, ownership is
limited to seven commercial stations, no more than four of which can be either
AM or FM;

         In markets with 15 to 29 commercial radio stations, ownership is
limited to six commercial stations, no more than four of which can be either AM
or FM; and

         In markets with 14 or fewer commercial radio stations, ownership is
limited to five commercial stations or no more than 50.0% of the market's total,
whichever is lower, and no more than three of which can be either AM or FM.

         In addition, FCC rules restrict an entity's ability to own, or hold on
attributable interest in, radio stations and television stations or newspapers
in a single local market. An officer or director of, or the holder of 5% or more
of the voting stock in, a broadcast license, generally is included among those
deemed to hold an attributable interest in that license.

                                       6
<PAGE>

Programming and Operation

         The Communications Act requires broadcasters to serve the public
interest. Since 1981, the FCC gradually has relaxed or eliminated many of the
more formalized procedures it developed to promote the broadcast of types of
programming responsive to the needs of a station's community of license.
However, licensees continue to be required to present programming that is
responsive to community problems, needs and interests and to maintain records
demonstrating such responsiveness. Complaints from listeners concerning a
station's programming will be considered by the FCC when it evaluates the
licensee's renewal application, but such complaints may be filed and considered
at any time.

         Stations also must pay regulatory and application fees and follow
various FCC rules that regulate, among other things, political advertising, and
the broadcast of obscene or indecent programming, sponsorship identification and
technical operations, including limits on radio frequency radiation.

         Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary fines, the grant of short
(less than the maximum) renewal terms or, for particularly egregious violations,
the denial of a license renewal application or the revocation of a license.

         In 1985, the FCC adopted rules regarding human exposures to levels of
radio frequency radiation. These rules require applicants for new broadcast
stations, renewals of broadcast licenses or modifications of existing licenses
to inform the FCC at the time of filing such applications whether a new or
existing broadcast facility would expose people to radio frequency radiation in
excess of FCC guidelines. In August 1996, the FCC adopted more restrictive
radiation limits. These limits became effective on September 1, 1997 and govern
applications filed after that date.

Employees

         As of June 30, 2001, we had 2 employees, Donald Boyd and Robert S.
Vail. Donald Boyd is the President, and Robert S. Vail is the Chief Financial
Officer and Chairman of the Board.

Item 2.  PROPERTIES

         The Company maintains its corporate offices at 12600 Deerfield Parkway,
Alpharetta, Georgia, 30004. The Company rents approximately 500 square feet at
this location and pays approximately $1,900 per month for rent pursuant to a
lease, which expires February 28, 2002.

Item 3.  LEGAL PROCEEDINGS

         The Company is not currently a party to any pending litigation.

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

         None

                                     PART II

Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock

         Our common stock is traded on the Over-The-Counter Bulletin Board
("OTCBB") system under the symbol "MOLY". Our range of high and low sales prices
per share as quoted (without retail markup or markdown and without commissions)
on the OTCBB for each quarter within the last two fiscal years is provided
below. The figures shown below reflect inter-dealer prices, without retail
markup, markdown or commission, and may not necessarily represent actual
transactions:


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        -------------------- -------------------- ----------------------
              QUARTER             HIGH BID               LOW BID
        -------------------- -------------------- ----------------------
              6/30/01              0.2700                0.0625
        -------------------- -------------------- ----------------------
              3/31/01              0.4062                0.0781
        -------------------- -------------------- ----------------------
             12/31/00              0.3125                0.0625
        -------------------- -------------------- ----------------------
              9/30/00              0.4062                0.1875
        -------------------- -------------------- ----------------------
              6/30/00              0.6875                0.2500
        -------------------- -------------------- ----------------------
              3/31/00              1.0000                0.4688
        -------------------- -------------------- ----------------------
             12/31/99              0.9375                0.4688
        -------------------- -------------------- ----------------------
              9/30/99              1.2656                0.7188
        -------------------- -------------------- ----------------------


         On September 19, 2001, the last reported sales price of our Common
Stock was $.09. On September 19, 2001, there were approximately 2,100
stockholders of record of the Common Stock.

         The Company has not paid, and the Company does not currently intend to
pay, cash dividends on its Common Stock in the foreseeable future. The current
policy of the Company's Board of Directors is to retain all earnings, if any, to
provide funds for the operation and expansion of the Company's business.

         During the year ended June 30, 2001, the following transactions were
effected by the Company in reliance upon exemptions from registration under the
Securities Act of 1933 as amended (the "Act") as provided in Section 4(2)
thereof:

         On August 22, 2000 we issued 85,000 shares of our common stock to
Cahill Racing, valued at $.28 per share, for a racing team sponsorship and
advertising. We also issued 15,000 shares to RPM Indy, LLC, valued at $.28 per
share, for brokering the Cahill Racing relationship. We also issued 400,000
shares to Mid-America Motor Sports, valued at $.28 per share, for a racing team
sponsorship and advertising. We also issued 60,000 shares to RPM Indy, LLC,
valued at $.28 per share, for brokering the Mid-America Motor Sports
relationship. Such issuances were pursuant to the exemption provided in Section
4(2) of the Securities Act for transactions by an issuer not involving a public
offering.

         On August 23, 2000 we issued 550,000 shares of our common stock to
Stuart LLC, in a private placement of the shares at $.25 per share, for which we
received $137,500. Such issuance was pursuant to the exemption provided in
Section 4(2) of the Securities Act for transactions by an issuer not involving a
public offering.

         On August 24, 2000 we issued 200,000 shares of our common stock to
Gilbert Gertner, valued at $.24 per share, for reimbursement of expenditures on
our behalf. We also issued 200,000 shares to Lance J. Rosmarin, valued at $.24
per share, for reimbursement of expenditures made on our behalf. We also issued
200,000 shares to Richmond Securities Ltd., valued at $.24 per share, for
reimbursement of expenditures made on our behalf. Such issuances were pursuant
to the exemption provided in Section 4(2) of the Securities Act for transactions
by an issuer not involving a public offering.

         On September 26, 2000 we issued 125,000 shares of our common stock to
Empire Multimedia Marketing, Inc., valued at $.25 per share, for services in
producing an infomercial. We also issued 125,000 shares to International Energy
Consultants, valued at $.25 per share, for services in producing an infomercial.
Such issuances were pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

         On October 22, 2000 we issued 50,000 shares of our common stock to
Jacques Lazier, valued at $.23 per share, for services rendered. We also issued
50,000 shares to Robby Unser, valued at $.23 per share, for services rendered.
Such issuances were pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

                                       8
<PAGE>

         On June 1, 2001, in connection with the merger of Small Town Radio,
Inc. into our subsidiary, PetroMerger, Inc., we issued 118,467,860 shares of our
common stock to the holders of shares of Small Town Radio, Inc.'s common stock.
Such issuance was pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

         On June 7, 2001 we issued 13,000,000 shares of our common stock to
Gilbert Gertner, in consideration of the cancellation of a debt owed to Mr.
Gertner in the amount of $1,560,000. Such issuance was pursuant to the exemption
provided in Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering.

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

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

         Each certificate issued for unregistered securities contained a legend
stating that the securities have not been registered under the Act and setting
forth the restrictions on the transferability and the sale of the securities.

         No underwriter participated in, nor did the Company pay any commissions
or fees to any underwriter in connection with any of these transactions. None of
the transactions involved a public offering. The Company believes that each of
the persons had knowledge and experience in financial and business matters,
which allowed them to evaluate the merits and risk of the purchase or receipt of
these securities of the Company. The Company believes that each of the persons
were knowledgeable about the Company's operations and financial condition.

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

         The following discussion should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto included elsewhere
in this Annual Report on Form 10-KSB. This discussion contains forward-looking
statements based on current expectations that involve risks and uncertainties.


                               Financial Condition

Going Concern

         In connection with their audit report on our consolidated financial
statements as of June 30, 2001, BKD, LLP, our independent certified public
accountants, expressed substantial doubt about our ability to continue as a
going concern because such continuance is dependent upon our ability to raise
capital.

         The Company has and continues to explore all avenues possible to raise
the funds required. We have no revenue producing activity and do not anticipate
having any until we can purchase operating radio stations. We cannot close a
transaction to acquire a radio station until we have raised sufficient capital
to pay the purchase price. We also need capital to fund overhead and
administrative costs as well as transaction expenses. At June 30, 2001, accounts
payable to vendors totaled $576,000, with $493,000 owed to suppliers and vendors
who are working with us and an additional $80,000 was settled in July 2001 in
exchange for shares of restricted stock. Effective August 1, 2001, the Company
began incurring payroll and related costs of approximately $30,000 per month. A
$50,000 loan was obtained from a director on August 3, 2001 to help fund
operations in the short term. We estimate that the minimum level of funding that
we will require meeting our operating requirements through December 31, 2001 is
approximately $300,000.

         Ultimately, we must achieve profitable operations if we are to be a
viable entity. We intend to purchase existing operations that are currently
operating at breakeven or are individually profitable. Although we believe that


                                       9
<PAGE>

there is a reasonable basis to believe that we will successfully raise the
needed funds, we cannot assure you that we will be able to raise sufficient
capital to sustain operations before we can purchase radio stations or that we
will be able to achieve, or maintain, a level of profitability sufficient to
meet the operating expenses of the corporate office.

Cash Flow

         We have a working capital deficit of $969,000 at June 30, 2001 compared
to a deficit of $50,000 at June 30, 2000. This increase in working capital
deficit resulted from the loss for the year.

         For the fiscal year ended June 30, 2001, operations used $71,000 of
cash and investing activity used $2,000. Financing activities generated $76,000
during the period and consisted solely of stockholder contributions, $9,000, and
stockholder loans, $67,500. We expect to continue to have operating cash flow
deficiencies for the near term, and for the remainder of the 2002 fiscal year.

Capital Resources

         The Company currently has limited sources of capital, including the
public and private placement of equity securities and the possibility of debt.
With virtually no assets, the availability of funds from traditional sources of
debt will be limited, and will almost certainly involve pledges of assets or
guarantees by officers, directors and stockholders. Stockholders and directors
have advanced funds to the Company in the past, but we cannot assure you that
they will be a source of funds in the future.

         As of June 30, 2001, we had minimal cash. We estimate that, based upon
our current business plan for acquisitions, operations and capital expenditures,
we will require up to $13,900,000 over the next two years. After the first year,
the cash generated from operations should be such that we will not need
additional funds except to pay for the acquisition of stations, which could be
postponed. The estimated funding required for the first year of our business
plan is $7,700,000. We believe that the funding generated by an equity line that
has been established, plus debt financing available to fund radio station
acquisitions, will be sufficient to fund cash requirements for the next year of
operations.

Operations Outlook

         We are a development stage radio broadcasting company focused on
acquiring, developing and operating groups of radio stations in small, generally
non-rated markets, including areas not included in metropolitan markets. Our
current activities are generally focused in the portion of the Southeast termed
the "Sunbelt". The geographic area of interest is generally defined as eastern
Mississippi to South Carolina, north of I-10 and south of I-20; however, we may
acquire a station or stations outside this area if we are presented an
attractive opportunity that does not dilute our ability to manage our overall
network of stations. Our long-term goal is to build a geographically contiguous
group of stations that can be operated as a network. We believe that we can
achieve operating efficiencies and marketing leverage that come through the
existence of a larger advertising customer and listener base.

         We have had discussions with companies and/or individuals that operate
radio stations in Southern Georgia, Northern Florida and Southeastern South
Carolina about purchasing these stations. We have executed letters of intent to
acquire two (2) stations, and asset purchase agreements for four (4) stations in
Southwest Georgia. The terms for the acquisition of four (4) stations in
Southwest Georgia, to be purchased from one seller, Merchant Broadcast Systems
of Southwest Georgia, include WBBK-FM&AM, licensed to Blakely, Georgia, and
WGMK-FM and WSEM-AM, licensed to Donalsonville, Georgia. The total purchase
price is $1,350,000, with seller financing for approximately $550,000, and the
remaining $800,000 to be paid in cash at closing. The purchase agreement is
subject to satisfactory due diligence, approval by our Board, and approval by
the FCC. The letters of intent assume a total purchase price of $505,000 for an
AM station in Northeastern Georgia, and an FM station in central Georgia. The
purchase price of both stations is to be paid all in cash at closing.

         The purchase price for radio stations vary significantly depending upon
the market served. In the very small, non-rated markets, the prices average

                                       10
<PAGE>

about $350,000 per station, (AM's typically less, FM's typically higher). In a
few instances, we have had discussions with stations in larger markets, some of
which are rated markets. The stations in the larger markets that we have looked
at typically have significantly higher purchase prices, but usually report much
higher revenue and cash flow.

         Our principal source of revenue will be the sale of broadcasting time
for advertising. As a result, our revenue will be determined primarily by the
advertising rates our radio stations charge. Correspondingly, the rates will be
based upon the individual station's ability to attract audiences in the
demographic groups targeted by its advertisers. The traditional means of
measuring this ability to attract audiences is the periodic Arbitron Radio
Market Reports. As our targeted stations are in non-rated markets, this measure
will generally not be available. We will have to rely on the ability of our
sales staff to convince potential customers of the effectiveness of radio as an
advertising medium and to creatively demonstrate the share of the market that
advertising on our stations will reach.

         The number of advertisements that can be broadcast without jeopardizing
listening levels (market share) are limited in part by the format of a
particular station. Each of our stations will have a general pre-determined
level of on-air inventory that it makes available for advertising. Available
inventory may vary at different times of the day but tends to remain stable over
time. Much of our selling activity will be based on demand for the stations'
on-air inventory and, in general, we will respond to this demand by varying
prices rather than by changing the available inventory.

         In the broadcasting industry, radio stations often utilize trade, or
barter, agreements to exchange advertising time for goods or services, such as
other media advertising, travel or lodging, in lieu of cash. In order to
preserve the majority of on-air inventory for cash advertising, we intend to
enter into trade agreements only if the goods or services bartered to us will be
used in our business. We expect to minimize our use of trade agreements and
anticipate that no more than 10% of our broadcast revenues will be paid for in
trade. In addition, we generally do not expect to preempt advertising spots paid
in cash with advertising spots paid in trade.

         Revenue in the radio broadcasting industry is typically seasonal, with
the first calendar quarter producing the lowest revenue of the year and the
fourth calendar quarter producing the highest revenue for the year. We expect
that our revenue stream for any particular station will reflect similar seasonal
variations. Our operating results in any period may be affected by marketing and
promotion expenses that do not necessarily produce commensurate revenues until
the resultant commercials are broadcast in future periods.

         The primary operating expenses incurred in the ownership and operation
of radio stations include employee salaries and commissions, programming
expenses and marketing and promotional expenses. We will strive to control these
expenses with centralized studios and administrative functions and the use of
regional marketing teams. We also will incur significant depreciation and
amortization expense as a result of our acquisitions of stations.

         If our results become comparable to typical radio stations, we will
derive approximately 83% of net broadcast revenues from local and regional
advertising in the markets in which we operate, and the remainder will result
principally from the sale of national advertising. Local and regional
advertising will be sold primarily by the sales staff deployed throughout the
geographic area covered by our signal. To generate national advertising sales,
we will engage national advertising representative firms. We believe that the
volume of national advertising revenue tends to adjust to shifts in a station's
audience share position more rapidly than does the volume of local and regional
advertising revenue. Therefore, we will focus on sales of local and regional
advertising.

         Our financial results are dependent on a number of factors, including
the general strength of the local and national economies, population growth, the
ability to provide popular programming, local market and regional competition,
relative efficiency of radio broadcasting compared to other advertising media,
signal strength and government regulation and policies. From time to time the
markets in which we plan to operate will experience weak economic conditions
that may negatively affect our revenue. We believe, however, that this impact
will be somewhat mitigated by our diverse geographical presence.

         The performance of a radio station group such as ours is customarily
measured by its ability to generate broadcast cash flow. Although broadcast cash
flow is not a measure of performance calculated in accordance with generally
accepted accounting principles, we believe that broadcast cash flow is accepted

                                       11
<PAGE>

by the broadcasting industry as a generally recognized measure of performance
and is used by analysts who report publicly on the performance of broadcasting
companies. Nevertheless, this measure should not be considered in isolation or
as a substitute for operating income, net income, net cash provided by operating
activities or any other measure for determining our operating performance or
liquidity that is calculated in accordance with generally accepted accounting
principles.

Results of Operations for the Year ended June 30, 2001 and for the Period from
Inception to June 30, 2000

         The acquisition of Small Town Radio, Inc. by Worldwide PetroMoly, Inc.
constituted a reverse acquisition for financial reporting purposes. The purchase
method of accounting was utilized to record the transaction resulting in marking
the assets and liabilities of PetroMoly, the acquired entity for reporting
purposes, to their fair values through an allocation of the purchase price. Any
excess of purchase price remaining after the allocation of the purchase price to
the assets and liabilities is recorded as goodwill and amortized over a period
of time.

         In addition, the purchase method of accounting requires that operations
of the acquired entity for reporting purposes (PetroMoly) only be reflected in
the statement of operations subsequent to the date of the acquisition. For this
reason, the historical statement of operations only reflects Small Town Radio,
Inc.'s operations for the short period ended June 30, 2000. The year ended June
30, 2001 reflects the operations of only Small Town Radio, Inc. to the date of
acquisition and the consolidated Company's operations thereafter.

         The Company was, and is, a development stage enterprise focused on
entering the broadcasting industry by acquiring operating radio stations. During
the entire year ended June 30, 2001, the Company focused on researching the
industry, identifying stations within a selected geographical market that might
be available for purchase, and trying to secure financing for the operation.

         The operating loss for the year ended June 30, 2001 was $922,000, an
increase of $872,000 over the period from inception (April 2000) to June 30,
2000. There were no revenues during the year. Organizational and start-up
expenses of $899,000 (consisting principally of legal fees of $524,000 and
consulting fees of $372,000) made up most of the loss for the year. Interest
expense of $1,000 brought the total loss for the year to $923,000.

         The operating loss and net loss for the period from inception to June
30, 2000 was $50,000 and consisted solely of organizational and start-up
expenses. There was no revenue during the period and no interest expense.

Item 7.  FINANCIAL STATEMENTS

         The following consolidated financial statements of the Company are
included on pages 22 through 31 of this report on Form 10-KSB:

         o   Report of BKD, LLP Independent Auditors;

         o   Consolidated Balance Sheets as of June 30, 2001 and June 30, 2000;

         o   Consolidated Balance Sheets of Income for the year June 30, 2001
             and the period from inception to June 30, 2000;

         o   Consolidated Statements of Changes in Stockholders' Equity for the
             year ended June 30, 2001 and the period from inception to June 30,
             2000;

         o   Consolidated Statements of Cash Flows for the year ended June 30,
             2001 and the period from inception to June 30, 2000; and

         o   Notes to Consolidated Financial Statements.

                                       12
<PAGE>

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

         On July 9, 2001 the Board of Directors of the Worldwide PetroMoly, Inc.
approved the engagement of BKD, LLP ("BKD") as the Company's principal
accountant to replace Jackson & Rhodes P.C. ("Jackson & Rhodes"), the previous
accountant. The Board approved the engagement of BKD because it had the
resources needed to serve the Company as its business grows.

         Jackson & Rhodes' report on the Company's financial statements for each
of the last two years did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles.

         During our two most recent fiscal years and the subsequent interim
periods preceding the replacement of Jackson & Rhodes, there were no
disagreements with Jackson & Rhodes on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Jackson & Rhodes, would
have caused it to make a reference to the subject matter of the disagreement(s)
in connection with its report.

         Jackson & Rhodes did not advise the Company during our two most recent
fiscal years or during the subsequent interim periods preceding Jackson & Rhodes
replacement:

              (a) that the internal controls necessary for the Company to
                  develop reliable financial statements did not exist;

              (b) that information had come to its attention that had led it to
                  no longer be able to rely on management's representations, or
                  that had made it unwilling to be associated with the financial
                  statements prepared by management;

              (c) (i) of the need to expand significantly the scope of its
                  audit, or that information had come to its attention during
                  the two most recent fiscal years or any subsequent interim
                  period that if further investigated might (A) materially have
                  impacted the fairness or reliability of either: a previously
                  issued audit report or the underlying financial statements, or
                  the financial statements issued or to be issued covering the
                  fiscal period(s) subsequent to the date of the most recent
                  financial statements covered by an audit report or (B) have
                  caused it to be unwilling to rely on management's
                  representations or be associated with the Company's financial
                  statements; or (ii) that due to its dismissal, or for any
                  other reason, it did not so expand the scope of its audit or
                  conduct such further investigation; or

              (d) (i) that information had come to its attention that it had
                  concluded materially impacts the fairness or reliability of
                  either (A) a previously issued audit report or the underlying
                  financial statements, or (B) the financial statements issued
                  or to be issued covering the fiscal period(s) subsequent to
                  the date of the most recent financial statements covered by an
                  audit report; or (ii) due to its dismissal, or for any other
                  reason, the issue has not been resolved to its satisfaction
                  prior to its dismissal.

         Jackson & Rhodes was authorized by the Company to respond fully to
inquiries of BKD.

         Except such advice as has been provided by BKD in connection with
auditing services related to the preparation of historical financials for the
Company's recently acquired subsidiary and accounting services related to the
preparation of certain pro forma financial information, during the two most
recent fiscal years and during the interim period prior to engaging BKD, neither
the Company nor anyone on its behalf consulted BKD regarding either: (a) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report nor oral advice
was provided to the Company that BKD concluded was an important factor
considered by Worldwide PetroMoly, Inc. in reaching a decision as to an
accounting, auditing or financial reporting issue; or (b) any matter that was
the subject of either a disagreement or any other event described above.


                                       13
<PAGE>


                                    PART III

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

         The following table sets forth certain information with respect to our
executive officers and directors.

Officers and Directors                 Age    Position
----------------------                 ---    --------
Donald Boyd                            34     President
Robert S. Vail                         55     Chairman of Board of Directors,
                                               Chief Financial Officer
William Fleming                        55     Director
Lauren Kahn                            47     Director
John McMullan                          65     Director
William L. Ross                        55     Director
Lance J. Rosmarin                      39     Director
Norton Cooper                          68     Director


         Donald Boyd - Mr. Boyd is our President. Mr. Boyd is a radio station
executive with 15 years experience in the radio broadcast industry. From June
1995 to June 1998, Mr. Boyd owned and operated a profitable radio station in
Gainesville, Florida. From June 1998 to December 1999, Mr. Boyd was a manager
with Dickey Brothers Broadcasting, Inc. Most recently, Mr. Boyd was Regional
General Manager for Root Communication, where he had profit and operations
responsibility for seven stations in three markets similar to the type targeted
by Worldwide PetroMoly, Inc. Mr. Boyd joined the company on July 30, 2001.

         Robert S. Vail - Mr. Vail is our Chief Financial Officer and Chairman
of the Board. Mr. Vail has been a member and Chairman of our Board of Directors
since June 2001. From November 1999 to January 2001, Mr. Vail was an independent
financial consultant, providing consulting services to public companies. From
March 1998 to August 1999, Mr. Vail was the Chief Financial Officer of
Integrated Spatial Information Solutions, Inc., a provider of consulting
services in the geographical information systems industry. From December 1990 to
March 1998, Mr. Vail was the Director of Administration of the Houston office of
Price Waterhouse.

         William L. Ross, PhD - Dr. Ross has been a member of our Board of
Directors since June 2001. Dr. Ross has been in private practice as a clinical
psychologist since 1978. From 1992 to the present, Dr. Ross has practiced in
Fernandina Beach, Florida. In addition to his clinical experience, Dr. Ross has
experience in providing management-training services including executive
development, recruitment evaluation and communication skills development

         William Fleming - Mr. Fleming is the principal at William Fleming &
Associates, which has provided financial consulting services to radio stations,
including emerging companies, for more than 18 years. In particular, Mr. Fleming
has focused his work on smaller, emerging companies, radio entrepreneurs, and
first time owners. Mr. Fleming is also a co-owner of 4 radio stations in
Indiana. Mr. Fleming has been a member of our Board of Directors since June
2001.

         Lauren Kahn - Ms. Kahn is President, founder and owner of Media
Staffing Network, which specializes in finding, placing and training candidates
for the advertising, broadcast (including radio, cable, direct response, new
media and outdoor and print industries). Ms. Kahn founded her business in 1993,
then called Rep Temps and renamed Media Staffing Network in 1998. Ms. Kahn has
over 25 years of hands-on management experience, including approximately 15
years in the radio industry.

         John McMullan, CPA - Since 1990, Mr. McMullan has been the CEO of
Camden Real Estate Company, a family-owned real estate investment company. Mr.
McMullan is a CPA in the State of Georgia, and, in addition to serving as CEO of
Camden Real Estate Company, Mr. McMullan acts as a consultant to the long-term
health care industry.

                                       14
<PAGE>

         Lance J. Rosmarin - Mr. Rosmarin is a Member of our Board of Directors,
and was our former Chief Financial and Accounting Officer, Secretary and
President. From 1990 to 1993, Mr. Rosmarin was employed by Gertner, Aron, Ledet
and Lewis Investments. Mr. Rosmarin served as Vice President and Secretary and
was a Director of Citadel Computer Systems, Inc. (CITN) (1993-1996), as well as
serving as an officer and director of several private companies. From 1993 to
June 1, 2001, Mr. Rosmarin was Secretary, Treasurer and a Director of Worldwide
PetroMoly Corporation, and from July 1996, Mr. Rosmarin was Chief Financial and
Accounting Officer of Worldwide PetroMoly, Inc., and was its President from
January 1998 to June 1, 2001.

         Norton Cooper - Mr. Cooper became a Director of the Company in January
1998. Since 1992, Mr. Cooper has been the Chief Executive Officer of Financial
Entrepreneurs Incorporated of Las Vegas (FEI), a company engaged in strategic
financial planning.

         Directors are elected to serve one year terms and until their earlier
resignation or removal.

Compliance with Section 16(a) of The Exchange Act

         Pursuant to Section 16(a) of the Exchange Act, Worldwide Petromoly,
Inc. is required to identify any Reporting Person (as defined below) that failed
to file on a timely basis with the Securities and Exchange Commission any report
that was required to be filed during fiscal 2000 with the SEC pursuant to
Section 16(a) of the Exchange Act. Such required filings include a Form 3 (an
initial report of beneficial ownership of Common Stock) and a Form 4 and Form 5
(which reflect changes in beneficial ownership of Common Stock). For purposes of
this 10-KSB, a "Reporting Person" is a person who at any time during the fiscal
2000 was (a) a director of Worldwide Petromoly, Inc., (b) an executive officer
of Worldwide Petromoly, Inc. or its subsidiaries, (c) a beneficial owner of more
than 10% of the Common Stock or (d) any other person who was subject to Section
16 of the Exchange Act with respect to Worldwide Petromoly, Inc. The Company has
not received copies of Form 5 from Messrs. Rosmarin and Cooper for the years
1996, 1997, 1998, 1999 and 2000. The Company has not received any filings from
Mr. Cooper for any year in which he had the obligation to file such a report.

Item 10.  EXECUTIVE COMPENSATION

         Donald Boyd, our President, has an employment contract with Small Town
Radio, Inc. for a term of two years pursuant to which he will receive annual
compensation of $175,000 for his services as President. Mr. Boyd's employment
contract was effective as of August 1, 2001. Pursuant to the terms of his
employment contract, Mr. Boyd received options for 4,000,000 shares of our
common stock, 2,000,000 of which are immediately exercisable and 2,000,000 of
which will vest on July 30, 2004, but may become exercisable earlier pursuant to
a schedule tied to the number of acquisitions that we make. Until we have
provided medical insurance to Mr. Boyd, we will reimburse him for up to $600 a
month for medical insurance expenses. Mr. Boyd will also receive a monthly
automobile allowance in the amount of $600, and a one-time relocation allowance
in the gross amount of $10,000.

         Robert S. Vail, Small Town Radio's Chief Financial Officer and Chairman
of the Board, earned $15,000 per month for the period January 2001 through June
30, 2001 for consulting services provided to Small Town Radio, Inc., and
following the merger, to Worldwide PetroMoly, Inc. Mr. Vail has an employment
contract with Small Town Radio, Inc. for a term of two years that was effective
as of August 1, 2001, pursuant to which he will receive $120,000 a year in
compensation for his services as our Chief Financial Officer. Mr. Vail is
entitled to receive reimbursement for reasonable temporary housing expenses for
the six month period from August 1, 2001 to January 31, 2002. Mr. Vail will also
receive a monthly automobile allowance in the amount of $500, and a one-time
relocation allowance in the gross amount of $25,000.


                                       15
<PAGE>



Summary Compensation Table
<TABLE>
<CAPTION>

------------------------------------------------------------------ ---------------------------------------------------
                       Annual Compensation                                       Long-Term Compensation
------------------------------------------------------------------ ---------------------------------------------------
                                                                             Awards                   Payouts
------------------------- ------ --------- ---------- ------------ ------------ -------------- ---------- ------------
                                                                                  Securities
                                                        Other      Restricted     Underlying     LTIP         All
                                                        Annual        Stock       Options/                   Other
   Name and Principal     Year   Salary     Bonus    Compensation    Awards         SARs       (Payout)   Compensation
        Position                   ($)       ($)         ($)          ($)           (#)          ($)         ($)
------------------------- ------ --------- ---------- ------------ ------------ -------------- ---------- ------------
<S>                    <C>        <C>      <C>        <C>         <C>          <C>           <C>          <C>

Robert S. Vail (1)        2001      --        --        $90,000        --            --           --          --
------------------------- ------ --------- ---------- ------------ ------------ -------------- ---------- ------------
Gilbert Gertner (2)       2001      --        --          --           --            --           --          --
------------------------- ------ --------- ---------- ------------ ------------ -------------- ---------- ------------
</TABLE>

(1) Mr. Vail was paid as a consultant to Small Town Radio, Inc. from January
2001 through June 30, 2001. Mr. Vail did not have a written agreement for his
services.

(2) Mr. Gertner was the Chief Executive Officer and Chairman of the Board of
Worldwide PetroMoly, Inc. prior to its acquisition of Small Town Radio, Inc.
Although Mr. Gertner was entitled to $180,000 per year, and a $950 per month
automobile allowance, he waived all compensation for the 2001 fiscal year.

Compensation to Directors

         Messrs. Cooper and Rosmarin received 3,000,000 shares of Small Town
Radio, Inc. common stock each in return for serving on our Board of Directors.
These shares were converted to shares of the Company's common stock in the
merger. Messrs. McMullan, Ross and Fleming, and Ms. Kahn each received 3,899,840
shares of Small Town Radio, Inc. common stock for serving on our Board of
Directors. Their shares were converted to shares of the Company's common stock
in the merger. Mr. Vail receives no additional compensation for serving on our
Board of Directors, and no fees are paid to our directors for attendance at
Board of Directors' meetings. We have agreed to reimburse our directors for any
travel expenses incurred in connection with travel to Board of Directors'
meetings. Our officers are appointed by our Board of Directors and serve at its
discretion. Our bylaws provide for the indemnification of directors and officers
to the fullest extent authorized, permitted or allowed by Colorado law, our
state of incorporation.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following tables set forth, as of September 18, 2001, the stock
ownership of each person known by the Company to be the beneficial owner of five
percent or more of the Company's Common Stock, and each officer and director
individually, and all officers and directors as a group. Each person has sole
voting and investment power over the shares except as noted.

Security Ownership of Certain Beneficial Owners

         The following table sets forth, as of September 18, 2001, certain
information with respect to beneficial share ownership by all person known to
management to own more than 5% of our outstanding common stock. Except as
otherwise indicated, the shareholders listed have sole investment and voting
power with respect to their shares. The amounts and percentages are based on
160,800,859 shares of common stock outstanding as of September 18, 2001.

                                       16
<PAGE>

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
Name and Address of Beneficial Owner               Number of Common Shares Beneficially   Percent of Class
                                                                   Owned
----------------------------------------------------------------------------------------------------------
<S>                                               <C>                                  <C>

Gilbert Gertner                                                 24,450,000                    15.2%
1300 Post Oak Blvd., Suite 1985
Houston, TX 77056
----------------------------------------------------------------------------------------------------------
Beachside Commons I, Inc.
401 Centre Street, 2nd Floor
Fernandina Beach, Florida  32034                                15,695,520                    9.8%
----------------------------------------------------------------------------------------------------------
Porter Lane Investments, Inc. (1)
5255 Porter Lane
Gainesville, Georgia  30506                                     15,109,200                    9.4%
----------------------------------------------------------------------------------------------------------
Irish Investments, LLC
2413 First Avenue., Suite K-3
Fernandina Beach, Florida  32034                                15,695,520                    9.8%
----------------------------------------------------------------------------------------------------------
Bolling Investments, LLC  (2)                                   15,662,600                    9.7%
257 Bolling Road, N.E.
Atlanta, Georgia  30305
----------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Including personal holdings of Gerald Sullivan, sole shareholder of
         Porter Lane Investments.

(2)      Includes personal holdings (563,680 shares) of Wayne Shortridge,
         principal, and his pro rata share of stock held by other entities in
         which he has an ownership interest.

Security Ownership of Management

         The following table sets forth, as of September 18, 2001, certain
information with respect to beneficial share ownership by each of our executive
officers and directors, and by all executive officers and directors as a group.
Except as otherwise indicated, the shareholders listed have sole investment and
voting power with respect to their shares. The amounts and percentages are based
on 160,800,859 shares of common stock outstanding as of September 18, 2001.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
Name and Address of Beneficial Owner                                Number of Common Shares          Percent of
                                                                      Beneficially Owned                Class
--------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                         <C>

Robert S. Vail                                                            15,695,520                    9.8%
12600 Deerfield Parkway, Suite 100
Alpharetta, Georgia  30004
--------------------------------------------------------------------------------------------------------------------
Donald L. Boyd (1)                                                         2,000,000                    1.2%
12600 Deerfield Parkway, Suite 100
Alpharetta, Georgia  30004
--------------------------------------------------------------------------------------------------------------------
William Fleming
176 North Beacon St.
Hartford, Connecticut 06105                                                3,899,840                    2.4%
--------------------------------------------------------------------------------------------------------------------
John McMullan
Suite 850, 100 Colony Square
1175 Peachtree St., N.E.
Atlanta, Georgia 30361                                                     4,399,840                    2.7%
--------------------------------------------------------------------------------------------------------------------
Lauren Kahn
Suite 825
150 East Huron
Chicago, Illinois 60611                                                    3,899,840                    2.4%
--------------------------------------------------------------------------------------------------------------------
William L. Ross, PhD
28 South 10th St.
Fernandina Beach, Florida 32034                                            3,899,840                    2.4%
--------------------------------------------------------------------------------------------------------------------
Norton Cooper
7143 Almaden Lane
Carlsbad, CA 92009                                                         3,180,000                    2.0%
--------------------------------------------------------------------------------------------------------------------
Lance J. Rosmarin
1300 Post Oak Blvd., Suite 1985
Houston, TX 77056                                                          3,700,000                    2.3%
--------------------------------------------------------------------------------------------------------------------
All officers and directors as a group                                     40,674,880                    25.3%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) includes 2,000,000 shares issuable upon exercise of options.

                                       17
<PAGE>

Item 12.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Agreement with Porter Lane Investments, Inc.

         At the time of its founding, Small Town Radio, Inc. entered into a
consulting agreement with Porter Lane Investments, Inc., under which Porter Lane
Investments, Inc. was to provide certain consulting services to Small Town
Radio, Inc. The agreement called for monthly payments of $16,000, additional
payments to be made upon completion of acquisitions and financing arrangements,
and had a term of five (5) years. The agreement was amended on July 16, 2001 to
delete the provision for additional payments and to provide for a termination
date of May 31, 2002. Subsequently, Porter Lane Investments, Inc. and Small Town
Radio, Inc. agreed to terminate the agreement effective July 31, 2001, with one
(1) additional month's payment of $16,000.

         From March 2000 through June 30, 2001, Small Town Radio had incurred
expenses of $280,000 under this agreement. There had been no payments made under
the agreement. In August, 2001 as part of the termination of our agreement with
Porter Lane Investments Inc., it agreed to satisfy $240,000 of the $280,000 then
owed to it by having us issue shares of our common stock directly to individual
consultants who had performed consulting services for us through Porter Lane
Investments Inc.

Fees payable to Robert S. Vail

         Robert S. Vail, the Chief Financial Officer and a director, has been
involved since the inception of Small Town Radio, Inc. His services to Small
Town Radio, Inc., through July 31, 2001 were on a consulting basis, and all
compensation was accrued, and not paid. For the period from inception through
July 31, 2001, an aggregate of $105,000 remains unpaid.

Note payable to John McMullan

         John McMullan is a director of Small Town Radio, Inc. Mr. McMullan
provided a loan to Small Town Radio, Inc. of $50,000. This transaction is
evidenced by a ninety (90) day demand note that bears interest in the amount of
8% per annum. Mr. McMullan was also issued 500,000 shares of restricted stock in
connection with this loan.

Note payable to Bolling Investments, LLC

         Bolling Investments, LLC, one of Small Town Radio's founding
shareholders, has made four separate loans to Small Town Radio, Inc., totaling
$67,500. The loans are evidenced by four demand notes that bear interest at 12%
per annum.

Item 10. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

         2.1          Agreement and Plan of Merger between and among Small Town
                      Radio, Inc., Worldwide PetroMoly, Inc., Petro Merger,
                      Inc., Gilbert Gertner and certain individual shareholders
                      of Small Town Radio, Inc., as amended and restated, dated
                      April 30, 2001 (originally filed as Exhibit 2.1 to the
                      Company's Current Report on Form 8-K dated March 27, 2001,
                      then filed, as amended and restated, as Exhibit 2.2 to the
                      Company's Current Report on Form 8-K dated May 7, 2001,
                      both of which are incorporated herein by reference).

         3.1          Articles of Incorporation of the Company (filed with the
                      Company's Registration Statement on Form SB-2 (File No.
                      333-70176) and incorporated herein by reference).

         3.2          Bylaws of the Company (filed with the Company's
                      Registration Statement on Form SB-2 (File No. 333-70176)
                      and incorporated herein by reference).

                                       18
<PAGE>

         4.1          The description of the Company's common stock is
                      incorporated herein by reference to the description
                      thereof contained in the Company's Registration Statement
                      on Form 10-SB, filed on August 11, 1994 and amended on
                      October 18, 1994, pursuant to Section 12 of the Securities
                      Exchange Act of 1934, as amended (File No. 0-24682).

         4.2          Worldwide PetroMoly, Inc. Stock Incentive Plan, as adopted
                      on August 8, 2001 (filed with the Company's Registration
                      Statement on Form S-8 (File No. 33-67404) and incorporated
                      herein by reference).

         10.1.1       Consulting Agreement by and between the Company and Porter
                      Lane Investments, Inc. ("Porter Lane"), dated as of March
                      13, 2000 (filed with the Company's Registration Statement
                      on Form SB-2 (File No. 333-70176) and incorporated herein
                      by reference).

         10.1.2       First Amended Consulting Agreement by and between the
                      Company and Porter Lane, dated as of April 16, 2001 (filed
                      with the Company's Registration Statement on Form SB-2
                      (File No. 333-70176) and incorporated herein by
                      reference).

         10.1.3       First Amendment to First Amended Consulting Agreement with
                      Porter Lane, dated July 31, 2001 (filed with the Company's
                      Registration Statement on Form SB-2 (File No. 333-70176)
                      and incorporated herein by reference).

         10.1.4       Letter Agreement relating to termination of Consulting
                      Agreement with Porter Lane, dated August 10, 2001 (filed
                      with the Company's Registration Statement on Form SB-2
                      (File No. 333-70176) and incorporated herein by
                      reference).

         10.2         Agreement of Lease between the Company and HQ Global
                      Workplaces, Inc. dated April 9, 2001 (filed with the
                      Company's Registration Statement on Form SB-2 (File No.
                      333-70176) and incorporated herein by reference).

         10.3         Letter Agreement by and between the Company and Lgk Media
                      Staffing Network, Inc., dated April 17, 2001 (filed with
                      the Company's Registration Statement on Form SB-2 (File
                      No. 333-70176) and incorporated herein by reference).

         10.4         Studio Design Agreement between the Company and Harris
                      Corporation, dated April 20, 2001 (filed with the
                      Company's Registration Statement on Form SB-2 (File No.
                      333-70176) and incorporated herein by reference).

         10.5         Consulting Agreement between the Company and NuMark
                      Corporation, dated July 18, 2001 (filed with the Company's
                      Registration Statement on Form SB-2 (File No. 333-70176)
                      and incorporated herein by reference).

         10.6         Stock Purchase Agreement by and between the Company and
                      Gilbert Gertner, dated June 7, 2001 (filed with the
                      Company's Current Report on Form 8-K filed June 15, 2001
                      and incorporated herein by reference).

         10.7         Letter Agreement between the Company and Atlas Capital
                      Services, Inc. for business development services, dated
                      June 20, 2001 (filed with the Company's Registration
                      Statement on Form SB-2 (File No. 333-70176) and
                      incorporated herein by reference).

         10.8         Letter Agreement between the Company and Pacific Resource
                      Group, Inc. for business development services, dated June
                      21, 2001 (filed with the Company's Registration Statement
                      on Form SB-2 (File No. 333-70176) and incorporated herein
                      by reference).

         10.9         Agreement by and between the Company and ceoHeadlines,
                      Inc., dated as of August 13, 2001 (filed with the
                      Company's Registration Statement on Form SB-2 (File No.
                      333-70176) and incorporated herein by reference).

         10.10        Purchase and Sale Agreement by and between the Company and
                      Merchants Broadcasting Systems of Southwest Georgia, dated
                      as of August 16, 2001 (filed with the Company's
                      Registration Statement on Form SB-2 (File No. 333-70176)
                      and incorporated herein by reference).

         10.11        Consulting Agreement by and between the Company and
                      Richard P. Smyth, dated as of September 10, 2001 (filed
                      with the Company's Registration Statement on Form SB-2
                      (File No. 333-70176) and incorporated herein by
                      reference).

         10.12        Demand Note issued by Small Town Radio, Inc. to Bolling
                      Investments, LLC with respect to a $5,000 loan, dated
                      February 12, 2001 (filed with the Company's Registration
                      Statement on Form SB-2 (File No. 333-70176) and
                      incorporated herein by reference).

         10.13        Demand Note issued by Small Town Radio, Inc. to Wayne
                      Shortridge with respect to a $25,000 loan, dated March 26,
                      2001 (filed with the Company's Registration Statement on
                      Form SB-2 (File No. 333-70176) and incorporated herein by
                      reference).

                                       19
<PAGE>

         10.14        Demand Note issued by the Company to Wayne Shortridge with
                      respect to a $25,000 loan, dated June 4, 2001 (filed with
                      the Company's Registration Statement on Form SB-2 (File
                      No. 333-70176) and incorporated herein by reference).

         10.15        Demand Note issued by the Company to Bolling Investments,
                      LLC with respect to a $12,500 loan, dated June 29, 2001
                      (filed with the Company's Registration Statement on Form
                      SB-2 (File No. 333-70176) and incorporated herein by
                      reference).

         10.16        Demand Note issued by the Company to John F. McMullan with
                      respect to a $50,000 loan, dated August 3, 2001 (filed
                      with the Company's Registration Statement on Form SB-2
                      (File No. 333-70176) and incorporated herein by
                      reference).

         10.17        Letter of Intent between the Company and Media Services
                      Group, Inc. to enter into an asset purchase agreement with
                      Fall Line Media, Inc., dated August 7, 2001 (filed with
                      the Company's Registration Statement on Form SB-2 (File
                      No. 333-70176) and incorporated herein by reference).

         10.18        Letter of Intent between the Company and Greenwood
                      Communications Corporation to purchase certain assets,
                      dated August 13, 2001 (filed with the Company's
                      Registration Statement on Form SB-2 (File No. 333-70176)
                      and incorporated herein by reference).

         10.19        Letter Agreement between the Company and Kempff
                      Communications Company for payment of brokerage
                      commissions, dated August 13, 2001 (filed with the
                      Company's Registration Statement on Form SB-2 (File No.
                      333-70176) and incorporated herein by reference).

         10.20        Employment Agreement by and between the Company and Donald
                      L. Boyd, dated as of July 30, 2001 (filed with the
                      Company's Registration Statement on Form SB-2 (File No.
                      333-70176) and incorporated herein by reference).

         10.21        Employment Agreement by and between the Company and Robert
                      S. Vail, dated as of August 1, 2001 (filed with the
                      Company's Registration Statement on Form SB-2 (File No.
                      333-70176) and incorporated herein by reference).

         16           Letter to Company from Jackson & Rhodes, P.C. dated July
                      10, 2001 (filed as Exhibit 16.1 to the Company's Current
                      Report on Form 8-K dated July 13, 2001 and incorporated
                      herein by reference).

         21           List of Subsidiaries.

         23.1         Consent of BKD, LLP.


         (b)      Reports on Form 8-K

         During the quarter ended June 30, 2001, the Company filed with the
Commission the following reports on Form 8-K:

         Current Report on Form 8-K dated April 30, 2001 and filed with the
Commission on May 7, 2001 to disclose that the Company had amended the Agreement
and Plan of Merger dated March 26, 2001 to extend the closing date to May 31,
2001.

         Current Report on Form 8-K dated June 1, 2001 and filed with the
Commission on June 15, 2001 to disclose that a change in control of Registrant
had occurred on June 1, 2001 when the Company acquired Small Town Radio, Inc. in
an all stock transaction, that the Merger was completed on June 1, 2001 and the
sale of the capital stock of Worldwide Petromoly Corporation, a wholly owned
subsidiary, to the former Chairman of the registrant.

         After the fiscal year end, the Company filed the following reports on
Form 8-K:

         Current Report on Form 8-K dated July 9, 2001 and filed with the
Commission on July 13, 2001 to report a change in Certifying Accountants.

         Current Report on Form 8-K/A dated June 1, 2001 and filed with the
Commission on August 2, 2001 to include financial statements of Small Town
Radio, Inc. and required pro forma financial information.


                                       20
<PAGE>


                                   SIGNATURES

         In accordance with the requirements of Section 13 of 15(d) of the
Exchange Act, the Registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on September 27, 2001.



                                         Worldwide PetroMoly, Inc.

                                         By: /s/ Robert S. Vail
                                         ----------------------------------
                                         Robert S. Vail
                                         Director and Chairman of the Board

                                         By: /s/ Donald L. Boyd
                                         ----------------------------------
                                         Donald L. Boyd
                                         President


         Pursuant to the requirements of the Exchange Act, this report has been
signed below by the following persons in the capacities and on the dates
indicated:



  Signature                       Title                 Date
  ---------                       -----                 ----
   /s/ Norton Cooper              Director              September 27, 2001
  ---------------------------
  Norton Cooper

  /s/ William Fleming             Director              September 27, 2001
  ---------------------------
  William Fleming

   /s/ Lauren Kahn                Director              September 27, 2001
  ---------------------------
  Lauren Kahn

                                  Director              September   , 2001
  ---------------------------
  John McMullan

  /s/ Lance Rosmarin              Director              September 27, 2001
  ---------------------------
  Lance Rosmarin

  /s/ William Ross                Director              September 27, 2001
  ---------------------------
  William Ross

  /s/ Robert S. Vail              Director              September 27,2001
  ---------------------------
  Robert S. Vail



                                       21
<PAGE>
                                 EXHIBIT INDEX





   Exhibit Number     Description
   --------------     -----------

         21           List of Subsidiaries.

         23.1         Consent of BKD, LLP.








<PAGE>


                            WORLDWIDE PETROMOLY, INC.



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

          ------------------------------------------------------------

                                                                      Page

  Independent Accountants' Reports.....................................F-2

  Consolidated Statement of Operations For the
     Year Ended June 30, 2001 and From Inception
     To June 30, 2000..................................................F-3

  Consolidated Balance Sheet as of June 30, 2001 and 2000..............F-4

  Consolidated Statement of Stockholders' Deficit
     For the Year Ended June 30, 2001 and From
     Inception to June 30, 2000........................................F-5

  Consolidated Statement of Cash Flows
     For the Year Ended June 30, 2001 and From
     Inception to June 30, 2000........................................F-6

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


                                      F-1
<PAGE>



                         Independent Accountants' Report


The Board of Directors
Worldwide PetroMoly, Inc. d/b/a Small Town Radio
Alpharetta, Georgia

We have audited the accompanying consolidated balance sheet of Worldwide
PetroMoly, Inc. d/b/a Small Town Radio as of June 30, 2001 and 2000, and the
related statements of operations, stockholders' deficit, and cash flows for the
year ended June 30, 2001 and period from inception to June 30, 2000. 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 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 consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Worldwide PetroMoly,
Inc. d/b/a Small Town Radio as of June 30, 2001 and 2000, and the results of
their operations and their cash flows for the year ended June 30, 2001 and
period from inception to June 30, 2000 in conformity with accounting principles
generally accepted 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 discussed in the notes to
the consolidated financial statements, the Company's continuance is dependent on
its ability to raise capital. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ BKD, LLP

Indianapolis, Indiana

July 25, 2001

                                      F-2
<PAGE>
                Worldwide PetroMoly, Inc. d/b/a Small Town Radio
                      Consolidated Statement of Operations

<TABLE>
<CAPTION>

                                                                             Period From
                                                           Year Ended        Inception to
                                                            June 30,           June 30,
                                                              2001               2000
--------------------------------------------------------------------------------------------
<S>                                                 <C>                   <C>

Net Sales                                                      $   0               $   0
                                                    ----------------------------------------
Operating Expenses
    Organizational and start-up expenses                     899,415              49,971
    Professional fees                                         10,000
    Rent                                                       3,369
    Director compensation                                      6,193
    Depreciation                                                 105
    Other                                                      2,473
                                                    ----------------------------------------
                                                             921,555              49,971
                                                    ----------------------------------------
Operating Loss                                              (921,555)            (49,971)
Other Expense--interest                                       (1,269)
                                                    ----------------------------------------
Loss Before Income Taxes                                    (922,824)            (49,971)
Income Tax Benefit                                                 0                   0
                                                    ----------------------------------------
Net Loss                                                  $ (922,824)           $(49,971)
                                                    ========================================
Basis Earnings Per Share                                      $(.01)                  $0
Weighted-Average Shares Outstanding                       69,844,439          51,733,930
</TABLE>

                See notes to consolidated financial statements.

                                      F-3
<PAGE>

                Worldwide PetroMoly, Inc. d/b/a Small Town Radio
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>

         June 30                                                                      2001                2000
-----------------------------------------------------------------------------------------------------------------
                                             Assets
      <S>                                                                   <C>                  <C>

         Current Assets
             Cash                                                                   $  3,396
             Deposit                                                                   2,076
                                                                            -------------------------------------
                  Total current assets                                                 5,472

         Property and Equipment, net                                                   1,791
         Other                                                                        10,000
                                                                            -------------------------------------
                                                                                    $ 17,263         $     0
                                                                            =====================================
                           Liabilities and Stockholders' Deficit
         Current Liabilities
             Notes payable--stockholders                                            $ 67,500
             Accounts payable                                                        575,802         $49,971
             Accounts payable--stockholders                                          330,000
             Accrued expenses                                                          1,269
                                                                            -------------------------------------
                  Total current liabilities                                          974,571          49,971
                                                                            -------------------------------------
         Commitments and Contingencies
         Stockholders' Deficit
           Preferred stock, no stated value
              Authorized--10,000,000 shares
              Issued and outstanding--none
           Common stock, no par value
              Authorized--800,000,000 shares
              Issued and outstanding--157,726,675 and 51,733,930 shares           12,383,424
           Additional paid-in capital                                            (12,367,937)
           Deficit accumulated during the development stage                         (972,795)       (49,971)
                                                                            -------------------------------------
                                                                                    (957,308)       (49,971)
                                                                            -------------------------------------
                                                                                $    17,263         $     0
                                                                            =====================================


</TABLE>
                 See notes to consolidated financial statements.


                                      F-4
<PAGE>


                Worldwide PetroMoly, Inc. d/b/a Small Town Radio
                 Consolidated Statement of Stockholders' Deficit
<TABLE>
<CAPTION>

                                                                                                Deficit
                                                                                              Accumulated
                                          Number                           Additional         During the
                                            of             Common           Paid-in           Development
                                          Shares           Stock            Capital              Stage            Total
-----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>              <C>              <C>                 <C>              <C>

Balances, April 1, 2000
    Net loss                                                                                    $(49,971)       $(49,971)
    Issuance of common stock            51,733,930
                                     ----------------------------------------------------------------------------------------
Balances, June 30, 2000                 51,733,930                                               (49,971)        (49,971)
Net loss                                                                                        (922,824)       (922,824)
Issuance of common stock--no
consideration                           85,044,986
Issuance of common stock--non-cash
consideration                           20,397,760          $  6,787                                               6,787
Equity adjustment resulting from
reverse acquisition                                       12,376,637     $(12,376,637)
Stockholder contribution                                                        8,700                              8,700
                                     ----------------------------------------------------------------------------------------
Balances, June 30, 2001                157,176,676       $12,383,424     $(12,367,937)         $(972,795)      $(957,308)
                                     ========================================================================================
</TABLE>

                See notes to consolidated financial statements.

                                      F-5
<PAGE>

                Worldwide PetroMoly, Inc. d/b/a Small Town Radio
                      Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>

                                                                                                            Period From
                                                                                           Year Ended       Inception to
                                                                                            June 30,          June 30,
                                                                                              2001              2000
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                <C>

Operating Activities
     Net loss                                                                              $ (922,824)       $(49,971)
     Adjustments to reconcile net loss to net cash used by operating activities
         Depreciation                                                                             105
         Stock issued for director and professional fees                                        6,787
         Changes in assets and liabilities
              Deposit                                                                          (2,076)
              Other asset                                                                     (10,000)
              Accounts payable                                                                525,831           49,971
              Accounts payable--stockholders                                                  330,000
              Accrued expenses                                                                  1,269
                                                                                      --------------------------------------
                  Net cash used by operating activities                                       (70,908)
                                                                                      --------------------------------------
Investing Activity--purchase of property and equipment                                         (1,896)
                                                                                      --------------------------------------
Financing Activities
     Net increase in notes payable--stockholders                                               67,500
     Stockholder contribution                                                                   8,700
                                                                                      --------------------------------------
         Net cash provided by financing activities                                             76,200
                                                                                      --------------------------------------
Net Increase in Cash                                                                            3,396
Cash, Beginning of Period                                                                           0                0
                                                                                      --------------------------------------
Cash, End of Period                                                                       $     3,396        $       0
                                                                                      ======================================

</TABLE>

                See notes to consolidated financial statements.

                                      F-6
<PAGE>



                Worldwide PetroMoly, Inc. d/b/a Small Town Radio
                   Notes to Consolidated Financial Statements


Note 1--- Nature of Operations and Summary of Significant Accounting Policies

NATURE OF OPERATIONS
Worldwide PetroMoly, Inc. d/b/a Small Town Radio (Company) is a development
stage enterprise. The Company is currently focused on securing financing to
allow it to enter the broadcasting industry through a series of radio station
acquisitions.

The Company's target markets are generally smaller, less populated areas near,
but not in, mid-sized and larger markets. The Company intends to initially
acquire stations in rural sections of South Georgia, and then expand into
additional, geographically contiguous markets in the Southeast. Acquisition of
the target stations will be dependent upon approval of the Federal
Communications Commission (FCC).

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

REVERSE ACQUISITION AND DISPOSITION
On June 1, 2001, Worldwide PetroMoly, Inc. (PetroMoly) acquired Small Town
Radio, Inc., a development stage enterprise, through the issuance of 118,467,860
unregistered shares of PetroMoly common stock to Small Town Radio's
stockholders. For financial reporting purposes, the transaction constitutes a
reverse acquisition due to the former Small Town Radio stockholders owning
approximately 75% of the outstanding stock of the combined entity immediately
following the transaction. The purchase method of accounting was utilized to
record the transaction resulting in marking the assets and liabilities of
PetroMoly, the acquired entity for reporting purposes, to their fair values
through an allocation of the purchase price. Any excess of purchase price
remaining after the allocation of the purchase price to the assets and
liabilities is recorded as goodwill and amortized over a period of time.

In addition, the purchase method of accounting requires that operations of the
acquired entity for reporting purposes (PetroMoly) only be reflected in the
statement of operations subsequent to the date of the acquisition. For this
reason, the historical statement of operations only reflects Small Town Radio,
Inc.'s operations for the short period ended June 30, 2000. The year ended June
30, 2001 reflects the operations of only Small Town Radio, Inc. to the date of
acquisition and the consolidated Company's operations thereafter.

On June 7, 2001, PetroMoly sold its interest in Worldwide PetroMoly, Corp., a
wholly owned subsidiary to Gilbert Gertner, a stockholder and previous chairman
of the board of PetroMoly. Prior to its disposition, Worldwide PetroMoly, Corp.
was PetroMoly's only operating subsidiary and represented 100% of the assets,
liabilities and operations of the consolidated entity. No gain or loss resulted
from the sale of the subsidiary, as the sale price at June 7, 2001 was utilized
in marking its assets and liabilities to fair value at June 1, 2001 under the
purchase method of accounting.

A provision in the sale agreement entitles PetroMoly to a portion of any
operating profits and net proceeds from sale of Worldwide PetroMoly Corp. if
either transpires prior to December 7, 2002.

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the operations of Worldwide
PetroMoly, Inc. d/b/a Small Town Radio and its wholly-owned subsidiary, Small
Town Radio, Inc. They also include the accounts of Worldwide PetroMoly, Corp.
for the period from June 1, 2001 to June 7, 2001.

ORGANIZATIONAL AND START-UP EXPENSES
The Company has expensed all organizational and start-up expenses.



                                       F-7
<PAGE>

PROPERTY AND EQUIPMENT
Property and equipment are carried at cost. Depreciation is computed using the
straight-line method. Property and equipment at June 30, 2001 consists of
computer equipment and is being depreciated over three years.

EARNINGS PER SHARE
Earnings per share have been computed based upon the weighted-average common
shares outstanding during each year. Diluted earnings per share have not been
presented due to the Company incurring a loss from continuing operations.

NON-CASH CONSIDERATION
The Company issued 20,397,760 shares of common stock to directors and third
parties for services provided. The dollar amounts assigned these transactions
were based on the fair value of the services rendered.



Note 2 --- Property and Equipment

Property and equipment consist of the following:

June 30                                              2001
---------------------------------------------------------------

Equipment                                          $1,896

Accumulated depreciation                            (105)
                                                ---------------
                                                   $1,791
                                                ===============



Note 3 --- Income Tax

Income tax expense consists of the following:
<TABLE>
<CAPTION>

                                                                                      Period From
                                                                    Year Ended       Inception to
                                                                     June 30,          June 30,
                                                                       2001              2000
-----------------------------------------------------------------------------------------------------
<S>                                                            <C>                   <C>

Reconciliation of federal statutory to actual tax expense
     Federal statutory income tax at 34%                              $(313,760)        $(16,990)
     Change in valuation allowance                                      313,760           16,990
                                                                -------------------------------------
         Actual tax expense                                              $    0            $   0
                                                                =====================================

The components of the deferred tax asset is as follows:

June 30                                                                2001              2000
-----------------------------------------------------------------------------------------------------
Asset
     Organizational and start-up expenses                              $322,791          $16,990
     Net operating loss carryforward                                      7,959
     Valuation allowance                                               (330,750)         (16,990)
                                                                -------------------------------------
                                                                       $      0          $     0
                                                                =====================================
</TABLE>


                                      F-8
<PAGE>

The valuation allowance at June 30, 2001 is $330,750 and was increased by
$313,760. During the current year, the increase in the valuation allowance was
due to additional losses incurred by a development stage enterprise.

At June 30, 2001, the Company had a net operating loss carryforward for tax
purposes of $23,409. This loss carryforward expires in the year 2016.



Note 4 --- Stock Options

The Company maintains an incentive stock option plan which is accounted for in
accordance with Accounting Principles Board Opinion (APB) No. 25, Accounting for
Stock Issued to Employees.

No options were granted after the acquisition date (June 1, 2001) and therefore
no compensation cost has been recognized in the accompanying financial
statements.

The following is a summary of the status of the Company's stock option plan.
<TABLE>
<CAPTION>

Year Ended June 30                                                                  2001
----------------------------------------------------------------------------------------------------------


                                                                                           Weighted-
                                                                                            Average
                                       Options                            Shares        Exercise Price
----------------------------------------------------------------------------------------------------------
<S>                                                                <C>                    <C>

Outstanding, beginning of year                                                  0
Options transferred as a result of the reverse acquisition                733,000               $.37
                                                                    -------------------
Outstanding, end of year                                                  733,000
                                                                    ===================
</TABLE>

At June 30, 2001, the 733,000 options outstanding have exercise prices ranging
from $.06 to $1.00 and a weighted-average remaining contractual life of two
years.

The following summarizes the outstanding options at June 30, 2001.

                               Exercise               Expiration
    Number of Options            Price                   Date
------------------------------------------------------------------------

          10,000                 $.13                 1/01/2002

         110,000                  .25                 1/01/2002

          15,000                  .50                 1/01/2002

          60,000                 1.00                 1/01/2002

         100,000                 1.00                 9/15/2002

          20,000                  .13                 1/01/2003

         160,000                  .25                 1/01/2003

          5,000                   .50                 1/01/2003

          13,000                 1.00                 1/01/2003

          50,000                  .09                 12/06/2003

         150,000                  .06                 1/02/2004

          35,000                  .09                 1/02/2004

          5,000                   .13                 1/03/2004


                                       F-9
<PAGE>

Note 5 --- Related Party Transactions

At June 30, 2001, the Company had outstanding notes payable to certain
stockholders of $67,500. These notes are unsecured, payable upon demand, and
bear interest at 12%. At June 30, 2001, interest was current on these
obligations. Management believes the fair value of this and all of the Company's
financial instruments approximate book values at June 30, 2001.

At June 30, 2001, the Company had outstanding accounts payable to stockholders
of $330,000 for consulting services provided. This entire amount is included in
organizational and start-up expenses for the year ended June 30, 2001.


Note 6 --- Financial Condition and Going Concern

The Company's continuance is dependent on raising capital. The Company is
confident that the necessary capital will be raised and has entered into
discussions to do so with certain individuals. However, as of the date of these
consolidated financial statements, no formal agreements exist.

The accompanying consolidated financial statements do not include any
adjustments that might be necessary should the Company be unable to secure the
necessary capital and continue as a going concern.


Note 7 --- Subsequent Event

At June 30, 2001, the Company had a consulting agreement with a third party that
called for monthly payments of $40,000 until May 2002. In July 2001, the Company
issued 1,200,000 restricted common shares as payment in full for services
through September 2001, at which point the consulting agreement terminates.

The Company also had a consulting agreement with a stockholder requiring monthly
payments of $16,000 until June 2002. In July 2001, the parties amended the
agreement to provide for a termination date of July 31, 2001 and a termination
fee of $16,000.



                                      F-10