SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                   FORM 10-KSB


(MARK ONE)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999.

                                       OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _________to __________.



                        COMMISSION FILE NUMBER 000-21571
                                -----------------

                             WORLD WIDE VIDEO, INC.
             (Exact name of registrant as specified in its charter)


         COLORADO                                             54-1921580
---------------------------                                   -----------
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization                             Identification No.)

102A NORTH MAIN STREET, CULPEPER, VA         22701
--------------------------------------------------
(Address of principal executive offices)



       Registrant's telephone number, including area code: (540) 727-7551

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

Title of each class                              Name of each exchange on which
to be so registered                              each class is to be registered

      None                                                   None


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

Title of class
Common         100,000,000 Shares of Common Stock, Par Value $.0001 Per Share,
               11,011,368 outstanding as of September 30,1999


<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

                                     PART I

ITEM 1.       DESCRIPTION OF BUSINESS                                          1

ITEM 2.       PROPERTIES                                                      11

ITEM 3.       LEGAL PROCEEDINGS                                               11

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             11

                                    PART II

ITEM 5.       MARKET FOR THE REGISTRANTS COMMON STOCK AND
              RELATED STOCKHOLDER MATTERS                                     12

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS                                       13

ITEM 7.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                     15

ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL DISCLOSURE                                        16

                                    PART III

ITEM 9.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT              16

ITEM 10.      EXECUTIVE COMPENSATION                                          17

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT                                                      17

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  20

                                    PART IV

ITEM 13.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
              FROM 10-K                                                       20

SIGNATURES                                                                    21

<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

World Wide Video,  Inc. (the "Issuer" or "Company" or "WWV") was organized under
the laws of the Commonwealth of Virginia on July 16, 1997. There was no activity
on fiscal 1997. On April 9, 1998, the Company was reincorporated in the State of
Colorado.  The Company designs and manufactures  technology and products for the
video  communication  market.  WWV is a development  stage company designing and
developing  custom  ultra  high  speed  and low  cost  hardware  for  the  video
communication  market.  The initial  product will be based on the  International
Telecommunication  Union (ITU)  Standard,  H.324,  and will  perform over normal
telephone lines. This technology  allows for  bi-directional  audio,  video, and
data over normal  analog phone lines.  Future  products  will support H.320 (for
ISDN,  ATM, ADSL,  Satellites)  and H.323 (for ETHERNET and  INTERNET).  The key
portion of the Company's  technology is being built around a series of new CoDec
(audio/video  Compression/Decompression) technology. The Company's technology is
based on new and  emerging  custom  chips,  video  compression  algorithms,  and
support  technologies.  The Company's  technology is designed to produce faster,
smaller, and better performing video communication products at a lower cost than
is  currently  available  in  the  market  place.  Furthermore,   the  company's
technology and products will be tailored  (customized)  to meet specific  client
applications and market niches.

In  anticipation  of market  introduction,  the founders have developed  several
versions of prototype products, written proprietary enabling  software/firmware,
presented the products to large potential  customers,  developed an INTERNET WEB
site (WWW.WWV-USA.COM) and identified potential strategic  partners/distributors
in the United States and other parts of the world.

Several delays have occurred in World Wide Video's planned  production  schedule
due to lateness of key components (newly developed hardware chips, circuitry and
firmware) from large chip manufacturers and the deletion of some of the existing
chips.  It appears that these  component  problems will be resolved  shortly and
production  for the first in a series of  products  is  scheduled  for spring of
2000.  Only  prototype  products  have been  produced as of this  filing.  As of
September 30, 1999 the Company had no income.  The Company has numerous  clients
interested  in its products.  The Company also has obtained four custom  product
contracts with three customers,  in addition to the standard products  discussed
below.  These contracts are late due to the delays  discussed  above, but are in
process  of being  completed.  The  Company  has over $1M in  potential  product
backlog. All orders and contracts are contingent upon an acceptable  performance
of the production  units.  Marketing  channels will include  distributors in the
USA, Canada, South Africa, Australia, New Zealand, Malaysia,  Singapore, Europe,
Asia, and South America. In addition,  the Company plans to launch an E-COMMERCE
sales effort to directly sell some of its products to customers.

THE COMPANY BUSINESS

Substantially  all of the Company's  operations have been in connection with the
establishment  of a new business.  Those operations were restricted to design of
products and  development of prototypes for custom designed  contracts.  Most of
that  time was  spent  focusing  on the  design  and  development  of new  video
communication products for market introduction. Several delays have occurred, as
outlined above, but it appears that the issues are being resolved and production
should begin in the spring of 2000.

The Company's products deliver high-speed audio, video and data information over
the plain old  telephone  system (POTS)  lines.  The market  potential for video
communications includes every desktop computer, home computer and every business
that needs to  communicate,  especially  as video  systems  become more and more
affordable.  Multimedia  Research Group forecasts that the video phone and video
conferencing  markets will total over $15 billion within the next five years, as
the video  technology  becomes more common place.  The  Company's  technology is

                                       1
<PAGE>

designed to provide video  telephony for the  individual  user (home),  small to
large businesses,  the  security/surveillance,  and tele-medicine  markets.  WWV
expects the market  growth of these  systems to be similar to that of the modem.
At first  modems  were only used by highly  paid  business  people who  traveled
extensively and needed to connect to their office computer while they were away.
Now  most  computer  users  use  modems  to hook to the  "Internet,"  to  access
electronic bulletin boards and to conduct research.  Modems have become standard
equipment for most computers, and video may also become standard equipment.

The International  Telecommunication  Union H.324 standard permits video,  voice
and data to be shared  simultaneously  over a simple telephone modem connection.
It is the first standard to specify  interoperability over a single analog phone
line. Because of the H.324 standard,  the next generation of video communication
products  will be able to talk to one  another  and  provide  a  foundation  for
massive market expansion.

The Company's products operate over traditional, business and residential copper
wire  telephone  systems  commonly  referred to as Plain Old  Telephone  Systems
(POTS). POTS represent over 87% of the world's present telephone networks.  POTS
lines have a major cost  advantage  over digital lines as local calls are almost
free and most long  distance  calls  range from $.04 to $.08  cents per  minute.
Digital line rates range from  approximately  $.25 to $.75 cents per minute. The
Company's  technology  compresses  video  and  data at a  higher  rate  than any
competitor  in the  industry at this time.  This gives the Company a  tremendous
advantage in frame rate and quality,  which has been one of the limiting factors
on widespread acceptance of the technology.  The Company's products will provide
video  service at a new plateau in  availability,  video  quality and at a lower
cost than is presently available.

THE COMPANY PRODUCT LINES

PRODUCT NAME: CENTURION
Target Markets: Security and Surveillance

This is a major market segment for the Company's  technology.  Surveillance  and
security information  consisting of data, control,  audio and high quality video
images can be transmitted  over POTS between  cities,  states,  and countries or
across the world.

The Centurion  product  family  provides the first  complete  integrated  system
allowing data, audio and video surveillance from remote locations.  Centurion is
a small self-contained  hardware module that does not require a PC. At 4" x 6" x
1.5" inches and 5 watts of power,  it is the smallest  compression/decompression
(codec)  available to OEM designers and end-users.  The Centurion product family
supports the International  Telecommunication Union (ITU) H.324 standard for low
bandwidth video over normal (analog) telephone lines.

Spectator(TM)  is a  co-companion  to  Centurion  that  provides  one-way  video
transmission  for  low  cost  surveillance  applications.   Both  Centurion  and
Spectator(TM)  are designed to be compatible  with future  hardware and software
releases from WWV. Other Centurion  family products,  in the development  stage,
will support the ITU standards such as H.320 (for ISDN, ATM, T.1) and H.323 (for
Internet and Ethernet).  A high  performance  PCI computer card will support all
three ITU standards. A proprietary "Wavelet" runtime and still video compression
algorithm will be added to provide superior  performance  using either analog or
digital telephone lines.

Using  standard  telephone  lines,  the  Centurion  puts any site, no matter how
distant, within customer access. The unique 2-way video motion provides complete
communication  for virtually any surveillance or conferencing  application.  For
security  monitoring,  there will be fewer unknown false alarms.  For monitoring
cash related  activities,  Centurion  can provide an interface for POS (Point of
Sale) scanners.  Centurion can control  remotely  situated  pan-tilt-zoom  (PTZ)
cameras as well as interface with security alarm  equipment and other devices to
verify a triggered alarm.


                                       2
<PAGE>

PRODUCT NAME: RAV(TM) MEDICAL
Target Markets: Remote Audio/Video/Data Tele-Medicine, Home Care Medical
Monitoring, Doctor and Nursing Facilities, Private Care

The RAV(TM)  Medical will be a series of custom  products that allow health care
professionals  to keep  abreast  of new  procedures,  consult on X-rays or other
visual documents,  obtain health information by monitoring  home-bound  patients
and participate in conferences  with  specialists  using normal analog telephone
lines (POTS).  RAV(TM)  Medical's  transportable  convenience can  inexpensively
improve the quality of medical care that is provided to patients in remote areas
by linking  them to experts at distant  medical  centers.  The trend of HMOs and
insurance companies  insisting on home recovery instead of in-hospital  recovery
has opened a new market for the home  monitoring  of patients'  vital  signs.  A
number of US and  Japanese  medical  firms are  providing  vital  sign  monitors
connected to the phone network for checking patient  conditions at random times.
RAV(TM)  Medical now  provides  the missing  link:  a two-way  video  connection
between the patient and the care provider.

PRODUCT NAME: RAV(TM) NOTEBOOK
Target Markets: Portable Video Conferencing

The RAV(TM)  Notebook  (RAV(TM)) is a complete  multimedia  computer system in a
notebook.  The RAV(TM) is designed as a tool for the businessperson.  The system
is designed to provide the full range of typical multimedia  computing functions
(windows,  modems, color display, fax, microphone,  speakers) plus full portable
video conferencing (shared files, shared  applications,  shared white boards and
camera) using POTS or an option for cellular video communication. The RAV(TM) is
the first Remote  Audio-Video  notebook to include a custom  removable ITU H.324
compatible hardware video compression/  decompression  (codec) module that frees
up the CPU and  provides  the  highest  quality  video  conferencing.  For video
conferencing, simply plug a phone line into the RAV(TM) and use all the features
of a "top of the line" notebook:

     Pentium III MMX/400 MHZ with 128MB RAM, 512KB L2 Cache
     Brilliant 15.1" active 1024x768x16M color display with 4MB controller
     Data Storage includes 6.4 GB HDD, DVD, 3.5" FDD
     Keyboard & Trackpad & 2 PCMCIA slots
     Sound support includes built-in microphone and speakers
     Communication includes:
                  56 Kbps fax/modem,
                  IR Transceiver and
                  Inputs/Output ports include Audio In, Audio Out, Headphone
                  Out, Video In, and S-Video Out
                  Software includes:        Windows 2000 including Net Meeting
                                            Dragon Speech Recognition Software
     ITU T.120 Whiteboard, File Transfer, and Shared Application
     1 Year Depot Warranty
     Battery & Leather Carrying Case

In addition, the RAV(TM) includes an integrated high resolution color camera and
a removable video codec module that contains  multiple high speed digital signal
processors   to  provide   unparalleled   frame  rate  and  quality   using  the
International  Telecommunication  Union  H.324  standard  for low bit rate video
conferencing.  Using the H.324 protocol, the RAV(TM) Notebook video conferencing
has  Microsoft  Net Meeting and  International  Telecommunication  Union's T.120
software that provides file  transfers,  shared  applications,  and shared white
boards.


                                       3
<PAGE>

PRODUCT NAME: RAV(TM) STB
Target Markets: Video Communication (non-computer based) over POTS

The  RAV(TM) STB  (Set-Top-Box)  does not  require a computer  for  simultaneous
video,  audio,  and data  communication  over  POTS.  The  RAV(TM)  STB uses the
industry H.324 standards and operates using a standard television and telephone,
and with an internal video camera or an external standard NTSC video camera. The
telephone  set is capable of making normal voice only calls when it is not being
utilized as a RAV(TM) STB. RAV(TM) STB's near real-time, very high quality video
imagery, at a speed of approximately 10 to 20 frames per second, is displayed in
a user sizable window on the TV screen.  Web Browser  capabilities will be added
in the near future as an option.

PRODUCT NAME: RAV(TM)  PCI
Target Markets: Video Communication (computer based) over POTS

The RAV(TM) PCI board is a low cost; high quality alternative to dedicated video
conferencing  systems. It can be used for commercial  applications as diverse as
desktop  video  conferencing  and  tele-medicine  to consumer  personal use. The
RAV(TM)  PCI is a standard  half sized board that plugs into a PCI bus slot in a
personal  computer (PC). It can be utilized for both consumer and business video
communications.  It comes  with  software  that is loaded  into the PC and has a
simple user  interface.  The RAV(TM) PCI  installed  in a  workstation  can make
industry  standard H.324 video phone calls to any computer already using Intel's
ProShare  software.  The  RAV(TM) PCI will also  support  white  boarding,  file
transfers and application sharing using the T.120 standard.

INDUSTRY OVERVIEW

The  hottest  general  growth  area is in  computer  and  communication  systems
(perhaps as high as $100 billion over the next 5 years).  Video communication is
one of the largest  markets within those general areas.  The Company's  products
will address all of the major communication media like INTERNET, POTS, ETHERNET,
Satellite,  ADSL, ISDN, ATM,  Cellular,  and etc. Areas like security,  medical,
distance  learning and video  conferencing are all high growth  potential.  This
means that the Company is poised for a potential unbridled growth pattern.

Just for video  conferencing,  Frost & Sullivan of New York  estimates  that the
video  conferencing  market is worth $250 million and the video telephone market
alone is worth $210 million.  Alternately,  the market research firm Multi-Media
Research  Group  forecasts  that both markets will total over $15 billion within
the  next  five  years,  as the  video  communication  technology  becomes  more
commonplace.  Frost and  Sullivan  reports  that the video  conferencing  system
market is growing at a relatively  fast pace.  Four critical trends are allowing
vendors to meet the needs of the customer,  and these same factors will continue
to drive the industry:

1.   Technological advances affecting voice, data and video compression.
2.   A sharp decrease in component prices.
3.   Connectivity: the ability to call any location without special equipment.
4.   The adoption and widespread implementation of international standards.

These  factors  will  lead to a  tremendous  increase  in the  demand  for Video
Conferencing  systems,  and revenues will  continue to grow at a high rate.  The
revenue growth rate for the years 1995 to 2002 is expected to be 43.2%.  Because
the industry cuts across several markets,  there have been a variety of entrants
ranging from large telecommunications and information systems companies to small
entrepreneurs.

Over the next few years,  the competition  within the marketplace  will increase
and market share will go to those  companies that offer quality and  convenience
at the lowest cost.  According to industry  experts,  products will be competing
based on "user friendliness", the ability to share information easily, and, most
importantly, price.

                                       4
<PAGE>

WWV believes that video  conferencing has already grown past group meetings into
the  desktop  segment of the  market.  Success  in this  market  will  depend on
improved quality and significant decreases in price.  Eventually the market will
grow so that every desktop will be considered a "video phone".  Applied Business
Telecommunications  (ABTC) has compiled a comprehensive  report on desktop video
conferencing.  They estimate an installed base of almost 18,000 units as of Aug.
1999. The average  growth rate over the last three years has been  approximately
60%; more than 2,000  companies  have utilized  video  conferencing  to overcome
competitive pressures and improve global communications.

Personal Technology Research,  cited in ABTC's report,  believes that there will
be  a  trend  in  video   conferencing  to  develop  a   comprehensive   network
infrastructure   between  large  groups,   small  groups  and  desktop  systems,
particularly   for   specialized   applications   such  as  distance   learning,
telecommuting  and training.  They see the four primary market segments emerging
in the first wave of  desktop  video  conferencing  within the next one to three
years. Those markets are:

1.   Standards-based  products enabling desktop video conferencing between group
     systems and desktop computers/workstations.
2.   General  business  computer-based  applications  enabling  low cost desktop
     video  conferencing  across  multiple  operating  systems and platforms via
     ISDN, switched digital services, LANs and PSTN.
3.   The "Video Phone" Market.
4.   Video Communication via regular telephone lines and digital lines.

WWV agrees that the market  potential  for desktop video  conferencing  includes
every desktop  computer in every business that needs to communicate,  especially
as systems become more and more  affordable.  Eventually the market will grow to
include the home market.  The number of individuals who need to communicate with
another  location only limits the market size.  WWV expects the market growth of
these systems to be similar to that of the modem. At first modems were only used
by highly paid business people who traveled extensively and needed to connect to
their office  computer  while they were away. Now most computer users use modems
to hook to the "INTERNET",  to access electronic  bulletin boards and to conduct
research.  Modems have become standard equipment for most computers,  and so too
will desktop video conferencing equipment become standard equipment.

INTERNET

The Internet  has rapidly  grown from a network  connecting a limited  number of
government, research and educational institutions to a global medium accessed by
millions  of  users to  communicate  and  exchange  information.  Growth  in the
Internet has been fueled by an  increasing  usage of personal  computers at home
and in the  workplace,  improvements  in the  performance  and speed of personal
computers and modems,  improvements in network infrastructure,  enhanced ease of
access to the Internet provided by service providers,  consumer-oriented on-line
services and  long-distance  telephone  companies,  emergence  of standards  for
Internet navigation and information access,  declining costs of Internet service
due to increased  competition among access providers and increased  awareness of
the  Internet  among  businesses  and  consumers.  Growth in  Internet  usage by
non-technical  users in particular  has also been fueled by the emergence of the
Web, which uses browser technology and simplifies the retrieval and transmission
of information.

As the  Internet  has become  more  accessible,  functional  and widely  used by
consumers and businesses,  its commercial  potential has grown.  The Internet is
emerging as a medium through which businesses can interactively inform, educate,
entertain  and conduct  business  with  millions of  individuals.  Thousands  of
companies have created corporate Web sites that feature  information about their
product  offerings  and  advertise  employment  opportunities.  Through the Web,
Internet content providers are able to deliver timely, personalized content in a
manner  not  possible  through  traditional  media.   Internet  content  can  be
continuously updated, and accessed by users at any time.

                                       5
<PAGE>

The next  version of the  Company's  product  will be INTERNET  compatible.  The
product is current running in prototype form and will improve to support initial
speeds up to 128Kbps and up to 384Kbps in the second version.

In additional to utilizing normal marketing  distribution  channels, the Company
also   plans  to  launch   an   E-COMMERCE   approach   on  its  Web  home  page
(WWW.WWV-USA.COM) to directly sell some of its user oriented products.

SALES AND MARKETING

The Company  has two  employees  focused on its sales,  marketing  and  customer
service  efforts  worldwide.  (Francis Updike  performed those  activities as an
independent contractor and became a fulltime employee (Vice President of Sales &
Marketing)  on January 1, 2000.  Rebecca Nabal joined the Company as a Marketing
Associate  during  September  1999. The Company's sales and marketing plan is to
concentrate on:

     1. Medium and Large OEM, Value Added Resellers, and Systems Integrators.
     2. Medium and large clients for customized products.
     3. National and International Distributors.
     4. E-Commerce for standard products that can be sold directly to end users.

The Company plans to have distributors in the United States,  Europe,  Malaysia,
Asia, Canada, Australia, New Zealand, and Africa.

PRODUCTS,  SERVICES,  MARKETS,  METHODS OF  DISTRIBUTION  AND REVENUES.  Digital
electronic  products,  based  on  audio/video  compression,  are  presently  the
principal  products  to be produced by the  company.  The Company has  commenced
shipping some prototype  products.  The first  production  units are planned for
Spring of 2000. The security and medical markets appear very strong and growing.

MARKETING AND ADVERTISING. Currently, marketing is by trade shows, word of mouth
and by Internet web page. A series of Press  Releases are planned for the Spring
of 2000 in conjunction with various product launches.

CLIENTS.  The  Company  is still in the  product  development  phase  and has no
product sales to date. The Company has four custom product development contracts
signed from three  clients.  The  contracts  are late due to delays as discussed
previously.  These  contracts have a potential value over $1.7M during the first
year of  production.  There are also several  more  clients that have  expressed
serious  interest  in  additional  custom  products.  In  addition to the custom
contracts, the Company has a list of over 100 potential clients that have either
issued a purchased order, a no cost evaluation  purchase order or have expressed
serious interest in the Company's standard  products.  The potential Client list
includes:

Custom Products:

         1.       MetroBook Computer Corporation, Inc.
         2.       Help Innovations, Inc. (2 products)
         3.       Transaction Verification Systems

Standard Products:

         1.       DataPower USA, Inc.
         2.       Boeing Information Services
         3.       Andries Tek, Inc.
         4.       ABM IT
         5.       FBI
         6.       US Department of State
         7.       Access Family TV
         8.       Delta Information Systems, Inc.
         9.       NR PTY LIMITED, Australia


                                       6
<PAGE>

All potential sales,  including  Purchase Orders,  Contract(s),  No Cost POs and
Letters  of  Intent,  are  contingent  upon the  performance,  availability  and
acceptance of the prototype units. There is the possibility that the customer no
longer has the requirement  for these types of products.  Another issue could be
the customer's  ability to pay for the production  product.  The company has had
several  delays in completing the production  units.  As of 9/30/99,  it appears
that the technical  problems have been overcome and  production  units should be
shipped  in the  Spring  of 2000.  The  Company  has  complete  arrangements  to
manufacture  the  production   units  subject  to  additional   working  capital
requirements..  In the opinion of management, there are no technical problems to
produce and satisfy the potential backlog of orders.  Additional Working Capital
may be needed.

Once the Company starts to deliver product,  it will initially be dependent upon
a single customer or a few customers. Over the first year after the start of the
production,  the Company does not foresee any one client  representing more than
10% of the total sales for that year.

The company does not have any government contracts at this time.

The  video  electronics  industry  is  highly  competitive.  The  Company  faces
competition  from a variety  of large  and  small  companies,  both  public  and
private.  Many of the competitive companies so engaged possess greater financial
and human  resources  than the Company and  therefore  have greater  leverage in
acquiring prospective development and marketing personnel.  Accordingly,  a high
degree of  competition  in these areas is expected to continue.  The markets for
video  electronic  products have increased  dramatically  in recent years and so
have the competitors in those markets.  There is no assurance that the Company's
revenues, if any ever develop, will not be adversely affected by such factors.

VIDEO COMMUNICATION PRODUCT PRICING AND MARKET SHARE

The  industry has been waiting for a video system that can offer high quality at
a reasonable price. So far no one has been able to do that, but WWV can and will
have the best  opportunity  in the  industry to offer high quality at the lowest
price.  WWV realizes that this will remain a major  advantage,  and it must keep
the R&D effort going to maintain market share.

As with most new high  technology,  the average  industry price will continue to
fall over the next decade.  According to PictureTel (the current industry leader
for ISDN based solutions),  video  conferencing  prices are currently falling at
20% a year.  Industry  experts predict that they will continue to do so at least
until the year 2005.

WWV represents new technologies. Video communication systems have been available
for over ten years, but only now are offering  affordable and high quality video
conferencing via existing  desktop  terminals.  WWV's key competitive  advantage
lies in the ability to:

     1.   Use any telephone  line analog or digital,  or use existing local area
          networks  (LANs)  like  ETHERNET,  or wide area  networks  (WAN)  like
          INTERNET.

     2.   High  performance,  clearer  and more  frames  per  second  at  higher
          resolution.

     3.   Requires less bandwidth than competitors. WWV's products will continue
          to  function at speeds as low as 9,600 baud as compared to 21,600 baud
          required by others.

     4.   Smaller size and a lower power  requirement mean that WWV's technology
          can be placed in more locations, like notebooks,  inside VCRs, TVs and
          automatic teller machines.

     5.   WWV's  technology  is  uniquely  applicable  to  many  markets.  WWV's
          technology could compliment and compete with products in new markets.

Because video communication is an embryonic industry,  the market place for such
technology  is  still  evolving.  Unlike  a  computer  or a  piece  of  athletic
equipment, which have specific,  statistically measurable user-populations,  the
video communication user-population seems unlimited.

In fact, as the "information  superhighway"  develops and interactive multimedia
becomes part of the INTERNET,  anyone who owns a PC or television  and telephone
could become an end user.

                                       7
<PAGE>

COMPETITION

The  video  conferencing   industry  is  one  that  is  based  on  research  and
development,  with new products  being  introduced  into the market on a regular
basis.  The market  competes  primarily on the basis of video and audio quality,
ease  of use  and  price.  Management  believes  that  WWV's  systems  supersede
competition  by offering a superior  design and  performance  at a lower bill of
materials  (BOM)  price and in a smaller  form  factor  (size).  In the  future,
competition  will be based primarily on performance and features,  as price will
reach a low  plateau.  Management  believes  that  WWV  will  stay  ahead of the
competition  by  concentrating  its  efforts on  research  and  development  and
improving the efficiency of WWV's designs.  WWV also offers  numerous  technical
advantages,  and one of these is the system's ability to use analog, digital and
wireless as a transport medium.

The POTS (Plain Old  Telephone  System)  hardware  based (DSP)  solution is only
offered  by two  competitors  at this  time.  Both are based on slower DSP based
systems.  See  Section  9.0 for a detailed  competitive  analysis.  WWV is using
technology  that  compresses  video  and data at a higher  rate  than any  other
company in the  industry.  The  compression  rate of video is about 3-4:1 better
than  our  fastest  competitors.  This  high  rate of  compression  gives  WWV a
tremendous  advantage  in frame rate and  quality at any given  bandwidth.  This
advantage will  initially be used to provide  better  products in the POTS area,
and the ISDN version  products will quickly follow the POTS product.  This means
that  WWV's  ISDN based  products  will  provide  the same  quality  over 2 ISDN
channels at a lower price than the current ISDN  competitors can do today over 6
ISDN channels. (Two ISDN line charges versus 6 ISDN lines charges).

WWV recognizes that the competition in this industry is intense.  There are only
two H.324 hardware based codec manufacturers.  Both have focused on the consumer
video  conferencing  market.  The POTS industry players are 8x8, Inc. (see below
for more details) and to a lessor degree C-Phone,  Inc. They have directed their
marketing  efforts  toward  the home  video  phone  environment.  The home based
conferencing  market  competes  mainly on price.  WWV has identified  that video
communication is most valuable to businesses, not home users.

The WWV marketing  approach will be directed toward  industries that need remote
monitoring,  as in security and  surveillance,  and quality video  conferencing.
Industry  applications  such as the  security  market  are more  dependent  upon
acceptable  video  quality and video  performance.  World Wide Video's  hardware
provides superior video quality using newer digital  technology.  In addition to
the quality of the video, WWV's initial products will be priced equal to or less
than the competition.

8x8,  Inc.  (formerly  IIT) is the main  competitor  to WWV. 8x8 has been in the
business  of selling  video  compression  chips for about ten years.  About four
years ago, they starting producing a consumer POTS Set-Top-Box, which is a H.324
codec with a built-in camera to be used with a standard TV for video display and
audio.  The 8x8 and C-Phone frame rate is slow  (according to their  advertising
-theoretical maximum is 15 SQCIF frames per second) and the minimum bandwidth is
19.2 Kbps.  WWV's Centurion  product is about 1/4 the physical size and requires
about 1/4 the power. The Centurion frame rate is better (theoretical  maximum is
20 SQCIF  frames per  second) and the  minimum  bandwidth  required is 9.6 Kbps.
About a year ago 8x8 starting  developing POTS based security products using the
same chip designs.  They have not made much progress again for the same reasons.
Recent 8x8  announcements  indicate  that they may be leaving the consumer  POTS
area and that now 8x8 is concentrating on industrial/commercial markets.

                                       8
<PAGE>

WORKING CAPITAL NEEDS

The working capital needs of the company consist primarily of operating capital,
product development capital and marketing capital. These requirements may be met
by private placement of stock or loans or by the sale of working interests.  The
Company will need to develop  additional  working capital for future  operations
including setting up production lines.  Presently,  it has no definite source or
commitment for any additional funds.

With the  closeness of the first three  different  production  units  becoming a
reality,  the Company has greatly improved the probability of more private funds
becoming available.  Several companies and organizations have expressed interest
in investing.  The Company is attempting to minimize the cash requirement needed
for the start of  production  for two custom  contracts (2 of the initial  three
production  products) by requesting  down payments,  delivery order and accounts
payable  financing.  WWV has been able to negotiate extended payments to some of
its key electronic component product and contract manufacturers.

World Wide Video, Inc. is pursuing private placements from various sources.  The
target is to obtain an  additional  $700,000 by 3/1/00 and a total of $3,000,000
or more by 6/1/00. The Common Stock Regulation D Rule 504 was closed on 4/6/99.

Based on the  analysis of funds  available  and funds  required to complete  the
initial  production of product and  associated  production  costs,  research and
development,  the  company  decided  to raise the  additional  required  working
capital by a Regulation D Rule 506 offering of Class A preferred  stock. In June
1999, WWV started the preferred offering and is still underway. The target is to
raise up to  $900,000  with the sale of 150,000  preferred  shares  and  300,000
preferred  warrants to qualified  investors.  The preferred  offering consist of
selling a unit for $6. A unit  includes  one  preferred  share  and 2  preferred
warrants.  The preferred warrants will be for $6 and must be executed within one
year of the offering  closing  date.  There is a dividend of 6% per year payable
every 6 months.  At the close of the  preferred  offering,  WWV will provide the
option to convert the  preferred  shares to common  stock at a ratio of 2 common
shares for one preferred  share.  The first preferred stock was sold in July and
over $319K had been raised as of 12/31/99.

Y2K READINESS

The company is ready for Y2K. All of the Company's  computer,  communication and
network  resources  have been  upgraded  to be fully  year 2000  ready.  WWV has
confirmed with its key sub-contractors and contract  manufacturers that they are
Y2K compliant. Year 2000 potential issues do not directly effect WWV's products.
The  Company  could be  indirectly  effected  by Y2K such as  banks  and  public
utilities,  but WWV feels  that  these  possible  issues  are  unlikely  and the
duration would be short and not seriously effect WWV.

SPONSORED RESEARCH AND DEVELOPMENT

The Company has no sponsored research and development contracts at this time.

INTELLECTUAL PROPERTY

All of the Product  underlying  hardware/firmware  designs belong to the Company
and are  protected  by  United  States  Copyright  laws.  The  Company  also has
developed  unique chips that are not available in the general market place.  All
of  the  User  Interface  and  controlling   software  belongs  to  WWV  and  is
copyrighted.  Also,  only binary  licenses will be sold in conjunction  with the
products.   The  Company,  in  its  hardware  design,  has  used  a  variety  of
anti-reversing  techniques.   Nevertheless,  there  can  be  no  assurance  that
copyright laws and other  procedures will provide any  competitive  advantage to
the Company.

The Company has applied to the United States Patent and Trademark Office for the
registration  of two  trademarks.  The two trademarks are "Spectator" and "RAV".
Approval for these trademarks is in the final phase, which is the publication of
them in the open  literature.  There is a high probability of approval for those
trademarks by the PTO. The Company also asserts common law protection on certain
names and marks that it has used in connection with its business activities.

                                       9
<PAGE>

The Company  uses  standard  industry  confidentially  agreements  in all of its
contracts and sub-contracts as protection from industrial espionage. Contractors
and  sub-contractors  are  carefully  screened and selected for  trustworthiness
before being engaged.  Nevertheless,  technology  protection is difficult if not
impossible to obtain.

GOVERNMENT REGULATION

COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS.

The operations of the Company are subject to local, state, and national laws and
regulations  in the USA.  To date,  compliance  with  these  regulations  by the
Company  has  had no  material  effect  on the  Company's  operations,  capital,
earnings, or competitive position,  and the cost of such compliance has not been
material.  The  Company is unable to assess or predict at this time what  effect
such regulations or legislation could have on its activities in the future.

     (a)  State and Local Regulation - None.

                  The Company cannot determine to what extent future  operations
and earnings of the Company may be affected by new legislation,  new regulations
or changes in existing regulations at state or local level.

     (b)  National Regulation - None.

                  The Company cannot determine to what extent future  operations
and earnings of the Company may be affected by new legislation,  new regulations
or changes in existing regulations at a national (U.S.) level.

     (c)  Environmental  Matters  -  None  at  the  date  of  this  registration
          statement.

     (d)  Other  Industry  Factors  - None  at the  date  of  this  registration
          statement.

EMPLOYEES

As of January 1, 2000,  the  Company  had five full time  employees  and two new
hires due to report in  February-March,  2000.  The Company's  employees are not
represented  by a labor union or collective  bargaining  agreement.  The Company
regards its employee relations as excellent.

COMPANY HISTORY

World Wide Video,  Inc. (the "Issuer" or "Company" or "WWV") was organized under
the laws of the  Commonwealth  of Virginia on July 16,  1997.  World Wide Video,
Inc.  reincorporated  under the corporate laws of the State of Colorado on April
9, 1998.  From April 1998 - April 1999 the company  raised over  $900,000  via a
Regulation D, Rule 504. As part of the Rule 504, the Company completed the first
private  placement of 200,000 shares  consisting of common stock @ $.50 per unit
for  operating  capital.  With the Offering  Price  amended on May 1, 1998,  the
Company  completed a second  private  placement  consisting  of 75,000 shares of
common stock @ $2.00 per unit for  operating  capital.  The  Offering  Price was
amended again of July 1, 1998 to $2.75 per unit. The Company completed the final
private placement  consisting of 233,987 shares of common stock @ $2.75 per unit
for  operating  capital  in late 1998 and  early  1999 and  closed  the Rule 504
Offering on April 6, 1999.

In August  1999,  the Company  filed a F-10SB  with the SEC.  In July 1999,  the
Company started a Preferred  Stock  Offering,  at $6 per unit, via Regulation D,
Rule 506, with the goal of raising $900,000. A unit includes one preferred share
and 2 preferred  warrants.  The preferred warrants will be for $6.00 and must be
executed within one year of the closing date. There is a dividend of 6% per year
payable  every 6 months.  Also, at the close of the private  offering,  WWV will
provide the option to convert the preferred shares to common stock at a ratio of
2 common shares for one  preferred  share.  No options for  conversion to common
shares will be granted until all the preferred  shares have been sold. The first
preferred stock was sold in July and over $319K has been raised as of 12/31/99.

The Company is in the process of attempting to be placed on the Over-the-Counter
Bulletin Board (OTC BB).

                                     10
<PAGE>

ITEM 2. PROPERTIES

Substantially all offices of the Company are located in leased premises.

The Company's  principal office is located at 102A North Main Street,  Culpeper,
Virginia,  22701,  where it occupies  approximately  3,000  square feet of space
under a lease expiring in July 2000.  Monthly payments under the lease currently
are $1,650.00 and escalate during the term of the lease.

ITEM 3. LEGAL PROCEEDINGS

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

The  Company  hereby  discloses  a possible  dispute  with an entity,  Albemarle
Investments,  Ltd.,  regarding a purported  consulting  arrangement  under which
claims  have been made for  $45,000  and  issuance  of  common  shares  totaling
500,000.  The  claim  was  received  in the form of a letter  directly  from the
principal of Albemarle Investments,  Ltd. and no other communication or no legal
action have  occurred  since  receipt of the letter on September  14, 1998.  The
Company  disputes  that any monies or shares are due and is  prepared  to assert
legal defense in the event any legal action should to be taken.

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

     No matters were submitted  during the fiscal year covered by this report to
a vote of security  holders of the Company,  through the solicitation of proxies
or otherwise.


                                       11
<PAGE>

                                    PART II

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

     (a) The Registrant's common stock is traded on the NASD Electronic Bulletin
Board.  The  following  table  sets  forth  high  and  low  bid  prices  of  the
Registrant's  common  stock for years ended  September  30, 1997, September 30,
1998 and September 30, 1999 as follows:

                                  Bid (U.S. $)
                                  ------------
                                      1999
                                      ----
                                High        Low
                                ----        ---
First Quarter                 $    0         $    0
Second Quarter                $    0         $    0
Third Quarter                 $    0         $    0
Fourth Quarter                $    0         $    0

                                      1998
                                      ----

First Quarter                 $    0         $    0
Second Quarter                $    0         $    0
Third Quarter                 $    0         $    0
Fourth Quarter                $    0         $    0

                                      1997
                                      ----

First Quarter                 $    0         $    0
Second Quarter                $    0         $    0
Third Quarter                 $    0         $    0
Fourth                        $    0         $    0

      Such Bulletin Board quotations reflect  interdealer  prices,  without mark
up,  mark  down  or  commission  and  may  not  necessarily   represent   actual
transactions.

     (b)  As  of  September  30,  1999,  the  Registrant  had  approximately  65
shareholders of record of the common stock.

     (c) No dividends on outstanding common stock have been paid within the last
two fiscal years,  and interim  periods.  The Registrant  does not anticipate or
intend upon paying dividends for the foreseeable future.



                                       12
<PAGE>

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

OVERVIEW

WWV is a development  stage company  designing and developing  custom ultra high
speed and low cost hardware for the video communication  market. As of September
30,  1999  the  Company  had no  income.  As a  result  of the  ongoing  product
development, the Company had a net loss of $920,887 for the year ended September
30, 1999. Several delays have occurred in the planned production schedule due to
lateness of key  components  (newly  developed  hardware  chips,  circuitry  and
firmware) from large chip manufacturers and the deletion of some of the existing
chips. Now it appears that these component problems will be resolved shortly and
production  for the first in a series of  products  is  scheduled  for spring of
2000.  The Company has not started  production of any of its products as of this
filing.  The  Company  has  clients  from  around  the world  interested  in its
products.  The  Company  is  currently  engaged  in  negotiations  with  several
potential  strategic  investors/partners  to raise  the  capital  needed to fund
production  activities  to  satisfy  that  demand  for  product.  {One of  these
strategic  partners  manufactures  medical  equipment and has signed a tentative
agreement  to  make an  initial  investment  of  $734,000  in WWV for its  video
capabilities  in  the  medical  monitoring   market.   Such  an  alliance  would
immediately  open  markets  in the  United  States and  several  South  American
Countries where this partner has established  clients.  Enhancements to existing
products and the  introduction  of new customized  products in the medical field
could  generate an additional  investment of several  million  dollars from this
party during 2000.  Another  strategic  investor/partner  has signed a letter of
intent to raise $2.5  million  for  marketing/manufacturing  with the Company to
penetrate  the  Canadian  and Asian Rim  markets for WWV's POTS  products.  Even
though the  Company  has a high level of  confidence  that at least one of these
investor/partner actions will materialize, there is no assurance that either one
will be carried  through to fruition.  Since most of the world's  population has
virtually no access to the information  "superhighway"  and is fortunate to have
telephone  service,  the potential  international  market for WWV's  products is
immeasurable.  Even in the United States,  the accessibility of that information
age technology has been concentrated in the cities and metropolitan  areas where
various supporting  infrastructures  exist. The rural and remote areas must rely
heavily, if not exclusively,  upon other  technological  means, such as POTS, to
access distant medical or learning centers, etc.

The Company also has four custom product contracts in additional to the standard
products  being  developed.  These custom  contracts  are late due to the delays
discussed above but are in process of being completed.  The pre-production units
for the home medical monitoring  contract ($1M) were shipped to the customer for
evaluation and testing in December 1999.  That process is ongoing as of the date
of this filing and final acceptance of the total contract is contingent upon the
performance  of the product.  Pre-production  units for the ATM Banking  machine
contract  ($500,000)  are scheduled for shipment to the customer in mid February
2000.  Again,  these units are subject to testing and evaluation  prior to final
acceptance  of the  production  contract by the  customer.  The Company does not

                                       13
<PAGE>
anticipate any non-resolvable  issues that would cancel the contract with either
of these clients.  The Company also has identified over $1M in potential product
orders.  All potential  orders and contracts are contingent  upon evaluation and
acceptable  performance  of the  pre-production  units.  (See the two Production
Schedules below for appropriate product  timetables).  The Company has potential
distribution channels in the United States, Canada, South Africa, Australia, New
Zealand, Malaysia,  Singapore, Europe, Asia, and South America. In addition, the
Company also plans to launch an E-COMMERCE  sales approach to directly sell some
of its products.  To date,  the Company has  functioned  on equity  investments.
Without continuing  investments or loans, the survivability of the Company is at
risk.

                             CUSTOM PRODUCT SCHEDULE

Product                 R&D Cost      Production Cost            Production Date
--------------- ------------------ ---------------------------- ----------------
HELP (Enabler)          $20,000         $100,000                    April 2000
--------------- ------------------ ---------------------------- ----------------
TVS (ATM)                20,000          100,000                     May  2000
--------------- ------------------ ---------------------------- ----------------
HELP (HIM)               50,000          100,000                     June 2000
--------------- ------------------ ---------------------------- ----------------
RAV NOTEBOOK             50,000           50,000                    July  2000
--------------- ------------------ ---------------------------- ----------------
*Factors  outlined in this  document  could  impact the  implementation  of this
schedule.

                            STANDARD PRODUCT SCHEDULE

Product                R&D Cost          Production Cost    Production Date
-------------------- -------------- ---------------------- ---------------------
Centurion               $50,000         $300,000                   March    2000
-------------------- -------------- ---------------------- ---------------------
Centurion (revision)    200,000          200,000                   July     2000
-------------------- -------------- ---------------------- ---------------------
RAV PCI                  50,000           50,000                   July     2000
-------------------- -------------- ---------------------- ---------------------
Spectator               200,000           50,000                    Aug     2000
-------------------- -------------- ---------------------- ---------------------
Centurion-ISDN/Internet 300,000          300,000                    Sept    2000
-------------------- -------------- ---------------------- ---------------------
*Factors  outlined in this  document  could  impact the  implementation  of this
schedule.

RESULT OF OPERATIONS

THE YEAR ENDED SEPTEMBER 30, 1999 COMPARED TO THE YEAR ENDED SEPTEMBER 30, 1998.

The Company had no sales for the years ended  September 30, 1999 and 1998 due to
still being in the development stage.

Product development costs increased to $769,728 for the year ended September 30,
1999 from  $373,928 for the year ended  September 10, 1998, an increase of 106%.
The  primary  cause  for  this  overall  increase  was  increased  salaries  and
subcontractor  costs.  Salaries and related costs  increased to $181,791 for the
year ended  September 30, 1999,  from $0 for the year ended  September 30, 1998.
Subcontractor  costs  increased to $446,628,  representing  an increase of 127%.
These  increases were due to increased  pre-production  efforts and the need for
additional personnel as the initial phases of the pre-production process begins.
Product and  development  costs  represented  83% of total expenses for the year
ended September 30, 1999, up from 79% for the previous year.

General and  administrative  expenses increased $59,135 to $156,283 for the year
ended  September 30, 1999,  representing an increase of 61%. This amount was 17%
of total expenses for the year, as compared to 21% for the year ended  September
30, 1998.  The decrease in the  percentage is  attributable  to increased  costs
incurred  in the product  development  area  discussed  above.  The  increase in
general and administrative  expenses was primarily due to increased professional
fees (up to $29,937  from  $2,700)  related to  required  SEC filings as well as
increased  overhead  resulting  from  expanded  activities  and staff.  Rent and
utilities  increased  $18,418 to $27,312,  a 207% increase,  due to the need for
expanded  facilities.  Marketing and sales  expenses  decreased  from $58,981 to
$32,827  because the Company  attended  fewer trade shows  during the year ended
September 30, 1999.

                                       14
<PAGE>

The company is ready for Y2K. All of the Company's  computer,  communication and
network  resources  have been  upgraded  to be fully  year 2000  ready.  WWV has
confirmed with its key sub-contractors and contract  manufacturers that they are
Y2K  compliant.  WWV's  products  are not  directly  affected  by any year  2000
potential issues. The Company could be indirectly affected by Y2K, such as banks
and public utilities,  but WWV feels that these possible issues are unlikely and
the duration would be short and not seriously effect WWV.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  principal  capital  requirements  have  been to fund  design  of
products, working capital and marketing of products being designed.

Net cash used in operating activities for the years ended September 30, 1999 and
1998 were  $306,191  and  $579,364,  respectively.  The decrease in cash used in
operating  activities  in 1999 was  primarily  due to  services  contributed  in
exchange  for stock and  increases  in accounts  payable,  due to  officers  and
employees and deferred revenue.

Net cash used in investing activities for the years ended September 30, 1999 and
1998 were  $13,620  and  $77,914,  respectively.  The  decrease  in cash used in
investing activities was primarily the result of decreased purchases of property
and equipment,  as well as technology  licenses  during the year ended September
30, 1999.

Net cash provided by financing activities for the years ended September 30, 1999
and 1998 were $310,275 and $685,402,  respectively. This decrease was the result
of a decrease in overall  stock sales  (common and  preferred  combined)  in the
amount of $275,127.

As of September 30, 1999, the Company owed salaries to officers in the amount of
$175,000,  up from  $65,000  as of  September  30,  1998.  During the year ended
September  30,  1999,  the Company  began  repaying  amounts due to officers and
expects to  continuing  reducing  this debt during the year ended  September 30,
2000.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The response to this Item is included as a separate Exhibit to this report.
Please see pages F-1 through F-15.


                                       15
<PAGE>

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

    In  connection  with the  audits of the most  recent  fiscal  years and any
interim period preceding  resignation,  no  disagreements  exist with any former
accountant  on  any  matter  of  accounting   principles  or  procedure,   which
disagreements if not resolved to the satisfaction of the former accountant would
have  caused  them to make  reference  in  connection  with their  report to the
subject matter of the disagreement(s).

     The principal  accountant's  report on the financial  statements for any of
the past two years  contained no adverse  opinion or a disclaimer of opinion nor
was qualified as to uncertainty, audit scope or accounting principles.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     NAME             AGE                    POSITION
     ----             ---                    --------
John G. Perry         54                    President, and Director
Frank A. Maas         55                    Vice President of Engineering,
                                            Secretary, Treasurer,
                                            Chairman of the Board and Director
Francis Updike        55                    Vice President of Sales & Marketing
Charles E. Snyder     49                    Production Manager
Ronald P. Cropper     53                    Director

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

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

FRANCIS  UPDIKE  joined  the  Company  in 1999 as Vice  President  of Sales  and
Marketing. Mr. Updike has a B.S. in Management from VPI & SU, 1967, and a M.B.A.
in Management from the University of Southern Mississippi,  1970. Mr. Updike has
extensive  experience  in managing  marketing  programs  in the public  utility,
modular   housing,   livestock  trade   association  and  restaurant   franchise
industries.

CHARLES E. SNYDER joined the Company in 1999 as Production  Manager.  Mr. Snyder
has a B.S. Science Education,  Virginia Polytechnic and State University,  1973,
and  a  M.S.   Management/Logistics  (MBA  equivalent),   Florida  Institute  of
Technology, 1988.

RONALD P. CROPPER has served on the Board of Directors  since 1998.  Mr. Cropper
has a B.S. from  Georgetown  University,  1969, and  participated in the Harvard
University Accelerated MBA Program. Mr. Cropper has received numerous awards and
has published articles relating to education and distance learning.


                                       16
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

                         Annual               Long-term              Other
Name                  Compensation          Compensation         Compensation
---------------      ------------------     -----------------    ---------------
John Perry              $120,000               None                     None
Frank Maas              $120,000               None                     None
*Francis Updike

*Francis  Updike  received  $24,000  and 68,000  shares of common  stock  during
calendar  year  1999 as an  independent  contractor.  Updike  accepted  fulltime
employment with the Company as Vice President of Sales & Marketing on January 1,
2000. His  compensation  will be $72,000  annually plus bonus (TBD) and Employee
Stock Options.

There have been no activities in these areas to date:

         Life Premiums Paid
         Retirement Plans
         Termination Payments
         Stock Options/SAR Grants
         Aggregate/SAR Exercise and Fiscal Year-End Options/SAR Value
         Long-Term Incentive Plan
         Pension Plan
         Compensation for Directors

World Wide Video, Inc. stock is not publicly traded.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON STOCK

The following sets forth  information with respect to the Company's Common Stock
beneficially  owned by each  Officer  and  Director,  and by all  Directors  and
Officers  as a group.  There  are no other  entities  that  owns  over 5% of the
11,001,368 outstanding shares of Common Stock as of September 30, 1999.

Officers and Directors

Title      Name of                                            Amount     Percent
of         Beneficial     Nature of                             of
Class      Owner          Beneficial Ownership                 Class
-----      ----------     --------------------              ---------     ------
Common  John G. Perry     Founder, President, & Director    5,000,000     45.41%
        14327 Smith Road
        Culpeper, VA 22701

Common  Frank A. Maas     Founder, Vice President, &        5,000,000     45.41%
        808 Culpeper Ave. Chairman of the Board
        Fredericksburg, VA 22405

Common  Ronald Cropper    Director                             10,000      0.09%
        POB 797053
        Dallas, TX  75379

Common  Francis Updike    V.P. of Sales & Marketing            54,000      0.49%
        12305 Hidden Lake
        Culpeper, Virginia 22701

                                                            ----------     -----
Officers and Directors as a group                           10,064,000    91.40%


                                       17
<PAGE>

COMMON WARRANTS (non voting until exercised)

Officers and Directors

Title      Name of                                           Amount     Percent
of         Beneficial          Nature of                        of
Class      Owner              Beneficial Ownership            Class
-----      ----------         --------------------          ---------     ------
Warrants   Francis Updike     V.P. of Sales $ Marketing        8,000      11.38%
           12305 Hidden Lake  ($2.75 per share; expires 4/6/01)
           Culpeper, VA 22701
                                                            ---------     ------
Officers and Directors as a group                              8,000      11.38%



PREFERRED STOCK (ongoing offering, Regulation D Rule 506)

The following  sets forth  information  with respect to the Company's  Preferred
Stock beneficially owned by each Officer and Director,  and by all Directors and
Officers  as a  group.  All  other  entities  that  own  over  5% of the  23,500
outstanding shares of Preferred Stock as of September 30, 1999 are included.

Officers and Directors

Title          Name of                                       Amount     Percent
of             Beneficial          Nature of                   of
Class          Owner               Beneficial Ownership       Class
-----          ----------          --------------------     ----------    ------
Preferred     Francis Updike     V.P. of Sales & Marketing       1,000     4.26%
              12305 Hidden Lake
              Culpeper, VA 22701
                                                            ----------    ------
Officers and Directors as a group                                1,000     4.26%


Other Entities

Preferred     Linda M. Cramer           Investor                 2,000     8.51%
              19455 Old Orange Road
              Culpeper, Virginia 22701

Preferred     Sidney R. Rothrock        Investor                 2,000     8.51%
              POB 490244
              Key Biscayne Florida 33149

Preferred     POPREP, Inc.              Investor                 2,000     8.51%
              POB 212
              Kearny, Mo 64060

Preferred     Apex Appliance            Investor                 3,000    12.77%
              1612 Diamond NE
              Grand Rapid, MI 49505

Preferred     Mike and Lori Sassen      Investor                 3,000    12.77%
              15428 Windsor Drive
              Omaha, NE 68154

                                                                 ------   ------
Other Entries as a group                                         12,000   51.06%


                                       18
<PAGE>

PREFERRED WARRANTS (non voting until exercised)

Officers and Directors

Title          Name of                                       Amount     Percent
of             Beneficial          Nature of                   of
Class          Owner               Beneficial Ownership       Class
-----          ----------          --------------------     ----------    ------
Warrants     Francis Updike        V.P. of Sales & Marketing     2,000     4.26%
             12305 Hidden Lake     ($6.00 per share; expires TBD)
             Culpeper, VA 22701
                                                             ---------    ------
Officers and Directors as a group                                2,000     4.26%


Other Entities

Warrants     Linda M. Cramer       Investor                      4,000     8.51%
             19455 Old Orange Road
             Culpeper, VA 22701

Warrants     Sidney R. Rothrock    Investor                      4,000     8.51%
             POB 490244
             Key Biscayne Florida 33149

Warrants     POPREP, Inc.          Investor                      4,000     8.51%
             POB 212
             Kearny, Mo 64060

Warrants     Apex Appliance        Investor                      6,000    12.77%
             1612 Diamond NE
             Grand Rapid, MI 49505

Warrants     Mike and Lori Sassen  Investor                      6,000    12.77%
             15428 Windsor Drive
             Omaha, NE 68154                                  ---------  -------

Other Entries as a group                                        24,000    51.06%


                                       19
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None,  except  those  covered  in  employment  and  subcontractor  as  discussed
elsewhere.

                                    PART IV

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

FINANCIAL STATEMENTS AND EXHIBITS

     (a) Financial Statements and Schedules.  The following financial statements
and  schedules  for the  Registrant  as of September 30, 1999 are filed as part
of this report.

          (1)  Financial statements of World Wide Video, Inc.

Year 1999
---------                                                              Page
                                                                       ----
Cover Page                                                             F-1

Index to Financial Statements                                          F-2

Independent Auditor's Report for years ended
September 30, 1999 and 1998                                            F-3

     Balance Sheet                                                     F-4-F-5
     Statement of Operations                                           F-6
     Statement of Stockholders' Equity                                 F-7
     Statement of Cash Flows                                           F-8

Notes to Financial Statements                                          F-9-F-15


          (2)  Financial Statement Schedules:

All  schedules  are omitted  because  they are not  applicable  or the  required
information is shown in the financial statements or notes thereto.


SK EXHIBITS

     3.1  Articles of Incorporation of World Wide Video, Inc. (Colorado)*
     3.2  Bylaws of World Wide Video, Inc. (Colorado)*
     3.3  Articles of Incorporation of World Wide Video, Inc. (Virginia)*
     3.4  Bylaws of World Wide Video, Inc. (Virginia)*
     10.1.1 Agreement with National Executive Trade, Inc. (amended by 10.1.2)*
     10.1.2 Agreement with Data Power, Inc.*
     10.2 Share Exchange Agreement*
     23.1 Consent of Accountant

* Incorporated  by reference to Exhibits to the  Registration  Statement on Form
10-SB/A.

                                       20
<PAGE>

                                   SIGNATURES

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

July 13, 2000

                                          WORLD WIDE VIDEO, INC.


                                             /s/John G. Perry
                                              ----------------------------------
                                               John G. Perry, President


                                           Directors:

                                           /s/Frank A. Maas
                                           -------------------------------------
                                           Frank A. Maas, Secretary and Director


                                           /s/John G. Perry
                                            ------------------------------------
                                           John G. Perry, Director

                                           /s/Ronald Cropper
                                            ------------------------------------
                                           Ronald Cropper, Director

                                       21
<PAGE>

                             WORLD WIDE VIDEO, INC.
                        (A Development Stage Enterprise)

                                FINANCIAL REPORT
                     YEARS ENDED SEPTEMBER 30, 1999 AND 1998














                                      F-1
<PAGE>
                       INDEX TO FINANCIAL STATEMENTS

                                                                      Page
                                                                      ----
Cover Page                                                             F-1

Index to Financial Statements                                          F-2

Independent Auditor's Report for years ended
September 30, 1999 and 1998                                            F-3

     Balance Sheet                                                     F-4-F-5
     Statement of Operations                                           F-6
     Statement of Stockholders' Equity                                 F-7
     Statement of Cash Flows                                           F-8

Notes to Financial Statements                                          F-9-F-15











                                      F-2
<PAGE>
                                    THOMPSON,
                                    GREENSPON
                                   & Co., P.C.

                          Certified Public Accountants

                             Management Consultants


            INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS

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

We have audited the  accompanying  balance  sheets of World Wide Video,  Inc., a
development  stage  enterprise,  and the related  statements of  operations  and
retained  earnings  and cash flows for the years  ended  September  30, 1999 and
1998.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of World Wide Video,  Inc. (a
Colorado Corporation),  and the results of its operations and its cash flows for
the years  ended  September  30, 1999 and 1998,  in  conformity  with  generally
accepted accounting principles.

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


/s/THOMPSON, GREENSPON & CO., P.C.
January 7, 2000
Fairfax, Virginia

                                      F-3
<PAGE>

                             WORLD WIDE VIDEO, INC.
                            (A Colorado corporation)
                        (A Development Stage Enterprise)

                                 BALANCE SHEETS

                           SEPTEMBER 30, 1999 AND 1998

                                       1999                   1998
                                       ----                  ----
ASSETS
Current Assets
 Cash and cash equivalents              $ 18,788          $28,324
 Inventories                             119,290          122,448
 Accounts receivable, other                8,033            2,434
Prepaid assets and fees                   86,121          104,700
 Deferred offering costs                   3,000           15,850
                                      -----------------------------
Total Current Assets                     235,232          273,756
                                      ------------------------------

Property and Equipment
 Computer and equipment                   20,866            7,746
 Software                                 13,668           13,668
                                      ------------------------------
Total Cost                                34,534           21,414

Less accumulated depreciation             (7,129)          (2,364)
                                      -------------------------------
Net Property and Equipment                27,405           19,050
                                      -------------------------------

Other Assets

 Technology license, net of               33,750           43,750
amortization
 Deposits                                  1,150              650
 Prepaid rent, non-current                     -            5,850
                                      -------------------------------
Total Other Assets                        34,900           50,250
                                      -------------------------------

TOTAL ASSETS                            $297,537     $    343,056
                                      ===============================


   The Notes to Financial Statements are an integral part of these statements.

                                       F-4
<PAGE>

                             WORLD WIDE VIDEO, INC.
                            (A Colorado corporation)
                        (A Development Stage Enterprise)

                                 BALANCE SHEETS

                          SEPTEMBER 30, 1999 AND 1998




                                                   1999              1998
                                          -------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
 Accounts payable and accrued expenses          $ 58,209         $    10,780
 Due to officers and employees                   213,164              65,000
 Deferred revenue                                 75,000              50,000
 Convertible loan                                      -              50,000
 Preferred dividend payable                        1,020                   -
                                          -------------------------------------
Total Current Liabilities                        347,393             175,780
                                          -------------------------------------

Stockholders' Equity

Common stock,  par value $0.0001;
100,000,000  shares  authorized;
11,011,368 issued and outstanding at
September 30, 1999 and 10,443,737
issued and outstanding
at September 30, 1998                              1,101               1,044

 Preferred stock, par value $0.01;
10,000,000 shares authorized; 23,500
shares, each with two warrants,
issued or outstanding at September 30,
1999; no shares issued and outstanding
at September 30, 1998                                235                   -

 Additional paid-in capital                      1,339,041           634,558

 Accumulated deficit during development stage   (1,390,233)         (468,326)
                                         --------------------------------------
Total Stockholders' Equity                         (49,856)          167,276
                                         --------------------------------------

Total Liabilities and Stockholders'               $297,537          $343,056
Equity
                                         ======================================

  The Notes to Financial Statements are an integral part of these statements.

                                       F-5
<PAGE>

                             WORLD WIDE VIDEO, INC.
                            (A Colorado corporation)
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS

                     YEARS ENDED SEPTEMBER 30, 1999 AND 1998


                                              1999                1998

Sales                                          $-                $    -
                                             ----------------------------------

Product Development Costs
 Salaries and benefits                         181,791                -
 Subcontractors                                446,628           196,867
 Other development costs                       141,309           177,061
                                             ----------------------------------
 Total Product Development Costs               769,728           373,928
                                             ----------------------------------

General and Administrative Expenses

 Office                                         38,971            12,388
 Marketing and sales                            32,827            58,981
 Professional services                          29,937             2,700
 Occupancy                                      14,909             5,903
 Depreciation and amortization                  14,765             8,614
 Utilities and telephone                        12,403             2,991
 Other                                          12,471             5,571
                                             ----------------------------------
 Total General & Administrative Expenses       156,283            97,148
                                             ----------------------------------
 Total Costs and Expenses                     (926,011)         (471,076)
Other Income                                     5,124             2,750
                                             ----------------------------------
Loss before Income Taxes                      (920,887)         (468,326)
Income Taxes                                         -                 -
                                             ----------------------------------
Net Loss                                     $(920,887)        $(468,326)
                                             ==================================

Dividends, Preferred Stock                       1,020                 -

ILoss Available to Common Stockholders       $(921,907)        $(468,326)

Basic and Diluted Net Loss Per Share         $   (0.09)        $   (0.06)
                                             ==================================
Average Common and Common Equivalent
Shares Outstanding                          10,558,840         7,556,726
                                             ==================================

   The Notes to Financial Statements are an integral part of these statements.

                                       F-6

<PAGE>
<TABLE>
<CAPTION>

                                                       WORLD WIDE VIDEO, INC.
                                                      (A Colorado Corporation)
                                                  (A Development Stage Enterprise)

                                                 STATEMENTS OF STOCKHOLDERS' EQUITY

                                               YEARS ENDED SEPTEMBER 30, 1999 AND 1998

<S>                                                 <C>        <C>        <C>             <C>           <C>             <C>
                                                                                                        Accumulated
                                                                          Cumulative      Additional    Deficit During
                                                          Common          Preferred       Paid In       Development
                                                    Shares     Stock      Par             Capital       Stage          Totals
                                                  ---------------------------------------------------------------------------------

Issuance of share capital to
Founders, July 16, 1997                              200           $-     $200             $200         $-         $200

Net loss, period ended September
30, 1997                                               -            -                         -          -            -
                                                 ----------------------------------------------------------------------------------

Balance Sheet September 30, 1997                     200            -                       200          -          200

Exchange of shares, issuance of
new shares upon reincorporation
 May 12, 1998                                  9,999,800        1,000                      (200)         -          800

Sale of common stock, April 3
through September 8, 1998                        443,737           44                   634,558          -      634,602

Net loss, year ended September 30, 1998                -            -                         -   (468,326)    (468,326)
                                                 ----------------------------------------------------------------------------------
Balance, September 30, 1998                   10,443,737       $1,044                  $634,558  ($468,326)    $167,276
                                                 ==================================================================================

Sale of common stock                             315,250           32                   213,433          -

Sale of cumulative Preferred stock                     -                   235          140,765          -

Contributed services                             252,381           25                   350,285          -

Dividend, cumulative Preferred shares                                                               (1,020)      (1,020)

Net loss, year ended September 30, 1999                -            -                         -   (920,887)     (920,887)
                                                 ----------------------------------------------------------------------------------
Balance, September 30, 1999                   11,011,368       $1,101     $235       $1,339,041 $(1,390,233)   $ (49,856)
                                                 ==================================================================================



                             The Notes to Financial Statements are an integral part of these statements.
                                                                F-7

</TABLE>
<PAGE>

                             WORLD WIDE VIDEO, INC.
                            (A Colorado Corporation)
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS

                    YEARS ENDED SEPTEMBER 30, 1999 AND 1998


                                                    1999               1998
                                                  -----------------------------
Cash Flows from Operating Activities
 Net loss                                         $(920,887)          ($468,326)
 Noncash items included in net loss
 Depreciation                                         4,765               2,364
 Amortization                                        10,000               6,250
 Contributed services                               350,310                   -
 Changes in assets & liabilities
 Decrease (Increase) in
  Inventory                                           3,158            (122,448)
  Accounts receivable-other                          (5,599)             (2,434)
  Prepaid expenses                                   18,579            (104,700)
  Deferred offering costs                            12,850             (15,850)
 Increase in
 Accounts payable                                    47,429              10,780
 Due to officers and employees                      148,164              65,000
 Deferred revenue                                    25,000              50,000
                                             ----------------------------------
 Net Cash Used by Operating Activities             (306,231)           (579,364)
                                             ----------------------------------
Cash Flows from Investing Activities
 Purchase of equipment & Software                   (13,120)            (21,414)
 Purchase of technology license                           -             (50,000)
 Purchase of other assets                              (500)             (6,500)
                                             ----------------------------------
 Net Cash Used by Investing Activities              (13,620)            (77,914)

Cash Flows from Financing Activities
 Proceeds from sales of common stock                213,465             635,402
 Proceeds from sale of preferred stock              141,000                   -
 Convertible loan                                         -              50,000
                                             ----------------------------------
 Net Cash Provided by Financing Activities          354,465             685,402
                                             ----------------------------------
Net (Decrease) Increase in Cash and
     Cash Equivalents                                (9,536)             28,124

Cash and Cash Equivalents, beginning of year         28,324                 200
                                             ----------------------------------
Cash and Cash Equivalents, end of year              $18,788             $28,324
                                             ==================================

   The Notes to Financial Statements are an integral part of these statements.

                                       F-8

<PAGE>

                             WORLD WIDE VIDEO, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998


1.       NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

COMPANY AND PURPOSE

World  Wide  Video,  Inc.  (the  Company)  was  organized  under the laws of the
Commonwealth of Virginia on July 16, 1997. There was no activity in fiscal 1997.
On April 9, 1998, the Company was  reincorporated in the State of Colorado.  The
Company intends to design and manufacture  technology and products for the video
telephony market.  The principal  activities of the Company since inception have
been raising capital,  conducting research and product development.  The Company
conducts its operations from offices in Culpeper, Virginia.

The accounting  and reporting  policies of World Wide Video,  Inc.  conform with
generally accepted accounting  principles and reflect practices appropriate to a
development stage enterprise. These policies are summarized below.

DEVELOPMENT STAGE ENTERPRISE

Substantially  all of the Company's  operations have been in connection with the
establishment of a new business.  The Company has adopted  Statement of Position
98-5  which  requires  expensing  of costs  of  start-up  activities,  including
organization costs, as incurred.

FINANCIAL STATEMENT ESTIMATES

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

FINANCIAL INSTRUMENTS

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

CASH AND CASH EQUIVALENTS

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

There were no income taxes or interest  paid during the period  ended  September
30, 1998 or 1999.

                                      F-9
<PAGE>
                             WORLD WIDE VIDEO, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998


1.       NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (CONTINUED)

INVENTORY

Inventory,  which consists primarily of raw materials, is stated at the lower of
cost or market,  with cost being  determined  on a  first-in,  first-out  basis.
Inventory consists principally of raw materials,  chipsets,  which are purchased
from Analog  Devices,  Inc. The Company has no binding  commitments  to purchase
additional inventory.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and depreciated over their estimated
useful lives.  Leases which meet certain specified criteria are accounted for as
capital assets and liabilities, and those not meeting the criteria are accounted
for as operating leases.

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

Depreciation  expense for the period ended September 30, 1999 was $4,765 and for
September 30, 1998 was $2,364.

TECHNOLOGY LICENSES

The Company capitalizes technology licenses.  Technology licenses are carried at
cost less accumulated  amortization.  Amortization is taken on the straight line
basis over five years.

Amortization expense for the period ended September 30, 1998 was $10,000 and for
the period ended September 30, 1998 was $6,250.

DEFERRED OFFERING COSTS

Deferred  offering costs  represent  costs  incurred in connection  with raising
capital. Upon completion of an offering,  the amount of the proceeds credited to
additional paid in capital is reduced by the deferred offering costs.  Should an
offering be unsuccessful, these costs are charged to expense.

DEFERRED REVENUE

License  revenues  are  generally  recognized  upon  delivery  of  the  licensed
technology  provided no significant  future  obligations exist and collection is
probable.  Payments  for  nonrecurring  engineering  costs are  recognized  upon
acceptance  of  prototypes  by the  customer,  provided  no  significant  future
obligations exist and collection is probable.

                                      F-10
<PAGE>
                             WORLD WIDE VIDEO, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998


1.       NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

INCOME TAXES

The Corporation  utilizes the liability  method for accounting for income taxes.
The  liability  method  accounts for deferred  income taxes by applying  enacted
statutory  rates in effect at the  balance  sheet  date to  differences  between
financial  statement  amounts  and tax  bases of  assets  and  liabilities.  The
resulting deferred income tax liabilities are adjusted to reflect changes in tax
laws and rates.

Temporary  differences  consist of the  difference  in financial  statement  and
income tax bases for accounting for start up and organizational  costs. Deferred
income  taxes  related to an asset or  liability  are  classified  as current or
noncurrent based on the classification of the related asset or liability.

Prior to April 1, 1998, the Corporation,  with the consent of its  stockholders,
had elected S corporation status under Section 1372 of the Internal Revenue Code
and similar sections of the state income tax laws. On April 1, 1998, the Company
terminated its S election and is now subject to corporate  income tax rates. The
Company had no retained earnings when the S election was terminated.

NET LOSS PER SHARE

Basic net loss per share is computed by dividing  net loss  available  to common
stockholders  (numerator)  by the weighted  average  number of common shares and
potential common shares outstanding during the period (denominator). Diluted net
loss per share is computed  using the weighted  average  number of common shares
and potential  common shares  outstanding  during the period.  Potential  common
shares result from the assumed  exercise,  using the treasury  stock method,  of
outstanding convertible cumulative preferred stock having a dilutive effect.

The numerators for each period presented are equal to the reported net loss plus
cumulative  preferred  dividends.  Neither the preferred or common warrants were
included  in the  computations  of net loss per share  because the effect on the
calculations would be antidilutive:

2.       NEED FOR ADDITIONAL CAPITAL

The  Company's  continued  existence  is  dependent  upon its  ability  to raise
additional funds to complete products in development.  The Company has concluded
a private securities offering in which it has raised $798,070,  net of offerings
costs of $94,574. An offering of cumulative preferred shares is underway.  As of
September 30, 1999, the Company has raised $141,000 in this offering. Additional
funds will be raised through  similar private  offerings,  which in Management's
opinion,  will provide  sufficient capital resources to complete current product
development and initial product marketing.

                                      F-11
<PAGE>

                             WORLD WIDE VIDEO, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998


3.       PREPAID EXPENSES AND FEES

Included in Prepaid Expenses at September 30 are the following:

                                                           1999          1998
                                                          -------       -------
Custom engineering support deposit                       $20,000        $50,000
Deposit on DataBeam license                               17,500
Deposit on inventory purchases                            18,390         23,900
Prepaid marketing expenses                                18,000         18,000
Trade shows and other                                      6,381          5,000
PREPAID RENT                                               5,850          7,800
                                                          -------      --------
                                                          $86,121      $104,700
                                                          =======      ========

Custom  engineering  support  is on  deposit  with  Analog  Devices,  Inc.,  the
Company's principal supplier of raw materials, for custom engineering support in
connection  with  product  development.  The Company also has $15,000 on deposit
with the same vendor for raw materials to be delivered in the next year. Prepaid
product  marketing  costs of $18,000  are  expected to be expensed in the coming
year

4.       OTHER ASSETS

The Company has acquired a technology license at a cost of $50,000,  from Analog
Devices, Inc., that is being amortized over a period of five years, the expected
life of the agreement.. The license agreement permits the Company to use certain
proprietary reference designs and software in the development of video telephony
products.  The net  carrying  value of the  license at  September  30,  1999 was
$33,750 and at September 30, 1998, the carrying value was $43,750.

5.       CONTRIBUTED CAPITAL

In connection with the reincorporation of the Company, the original stockholders
received  10,000,000 shares of common stock. In March, 1998, the Company entered
into an agreement in which they agreed to provide 250,000 shares of common stock
at $0.20 per share in return for a convertible loan, provided certain conditions
could be  satisfied.  (See Note 7). In April,  1998,  the Company  sold  200,000
shares of common stock at $0.50 per share, and 75,000 shares at $2.00 per share.

                                      F-12
<PAGE>
                             WORLD WIDE VIDEO, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998


5.       CONTRIBUTED CAPITAL (CONTINUED)

In April,  1998,  the  Company  commenced a private  offering of 315,250  common
shares at $2.75 per share.  After  deducting  costs of $94,574,  the Company has
realized  proceeds of $798,070.  The offering was concluded on April 6, 1999. In
connection with this offering,  70,274 warrants entitling the holder to purchase
one share of common  stock at $2.75 were issued with the sale of the last 70,274
shares.

In July, 1999, the Company  commenced a private  offering of 150,000  cumulative
preferred  shares at $6.00 per unit.  Each unit included one share of cumulative
preferred  stock and 2  warrants  entitling  the  holder to  purchase a share of
cumulative  preferred  stock at $6.00 per share.  The  preferred  stock  earns a
dividend at the rate of 6% per annum, payable semi-annually.  Upon conclusion of
the offering,  the holders of the preferred shares will be offered two shares of
common stock for each share of cumulative  preferred  stock. At the close of the
private offering each cumulative preferred share is convertible into 2 shares of
common stock.

During fiscal 1999, the Company entered into several  agreements in which shares
were  exchanged  for  services.  Stock so issued was valued at the current sales
price of common stock.

6.       CONVERTIBLE DEBT

In March 1998,  National Executive Trade, Inc. advanced the Company $50,000 (non
interest bearing) under an agreement that granted the lender the exclusive right
to manufacture and market products in Canada until March, 2008. Upon delivery of
prototypes,  the debt was  convertible  to 250,000  shares of common stock.  The
agreement was assigned to DataPower, Inc., a Canadian company. In November 1998,
the parties  agreed  that the  prototypes  were  acceptable.  At that time,  the
Company  agreed to issue 250,000 shares of its common stock in  satisfaction  of
the debt.

7.       OPERATING LEASE

The Company  leases office space in Culpeper,  Virginia,  under a two-year lease
agreement  commencing  July 7, 1998 and expiring  July 6, 2000.  Monthly rent is
$650.  The rent for the leased  premises  is $15,600  for the term of the lease,
which the Company  prepaid.  The Company has made a security deposit of $650. In
September  1999, the Company  entered into an agreement for additional  space at
the rate of $500 per  month on a month  to month  basis  and made an  additional
deposit of $500 to secure the  additional  space.  Rent  expense  was $7,800 and
$1,950, respectively, for the years ended September 30, 1999 and 1998.

                                      F-13
<PAGE>

                                WORLD WIDE VIDEO
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998


8.       RELATED PARTIES

A majority stockholder is a member of the Board of Directors of DataPower,  Inc.
(See Note 6) A Director of the Company has been engaged to assist in the raising
of capital. He is compensated on the basis of a percentage (from 2 to 5 percent)
of the completed transaction. During the period ended September 30, 1998, he was
paid $23,  435 under this  contract.  In  addition,  the same  Director has been
prepaid $ 18,000 under a product marketing agreement.

The two majority stockholders have employment agreements which commenced January
1, 1999 and continue until December 20, 2004.. The agreements provide for annual
salaries of $120,000.  During the year ended  September 30, 1999,  the President
and  the   Vice-President  of  Engineering   earned  $90,000  each  under  these
agreements. Of this amount $175,000 remains unpaid at September 30, 1999.

During the year ended  September 30, 1998,  they earned  $180,000  under earlier
agreements,  of which $35,000  remains  unpaid at September 30, 1999 and $65,000
remained unpaid at September 30, 1998.

9.       COMMITMENTS AND CONTINGENCIES

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

RAISING CAPITAL

The  Company has engaged  several  consultants  to assist in the effort to raise
additional  capital.   Certain  of  these  contracts  require  payment  of  fees
calculated as a percentage of completed  transactions (see Notes 6 and 9). Other
contracts  require  compensation  in the form of stock.  Stock  compensation  of
125,000  common shares was earned in the year ended  September 31, 1999 and none
in the year ended September 30, 1998.

PRODUCT DEVELOPMENT

Under an agreement to develop certain products, the Company has deferred revenue
of $50,000 pending achievement of contract milestones.  Successful completion of
contract  milestones  will result in additional  payments of up to $50,000.  The
Company has experienced delays in completing contract requirements. The contract
is in default.

The Company has deferred $25,000 in nonrecurring  engineering  payments received
in connection with product development contracts.

MARKETING AND TECHNOLOGY LICENSES

In March 1998, the Company entered into an exclusive manufacturing and marketing
license  agreement with National  Executive Trade,  Inc.  Consideration  for the
licenses was a loan of $50,000 which could be repaid with the  Company's  common
stock  if  the  Company  could  provide  acceptable  prototypes.   In  November,
1998,after several delays, the Company was able to provide acceptable prototypes
and agreed to issue 250,000 shares of common stock in satisfaction of the debt.

                                      F-14
<PAGE>
                             WORLD WIDE VIDEO, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998


9.       COMMITMENTS AND CONTINGENCIES
         (CONTINUED)

The agreement was assigned to DataPower,  Inc. and amended on August 31, 1998 to
include an additional marketing license in exchange for 250,000 common shares of
DataPower,  Inc. At September 30, 1999 and 1998, the Company had determined that
collection of the  consideration  was not likely because of continued  delays in
meeting the  specifications  of the contract with  DataPower,  Inc. In December,
1999 the Company was notified that DataPower,  Inc.  intended to issue its stock
as consideration for the license agreement.









                                      F-15