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

                                   FORM 10-K/A


                                   (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, 2001.

                                       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 0-26235
                                -----------------

                             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)


                                 (540) 727-8010
               Registrant's telephone number, including area code:


        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, 17,590,761 outstanding as
                                   of September 30, 2001

<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                                     11

Item 6.       Selected Financial Data                                         12

Item 7.       Management's Discussion and Analysis of Financial Condition
              and Results Operations                                          13

Item 8.       Financial Statements and Supplementary Data                     14

Item 9.       Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure                                        29

PART III

Item 10.      Directors and Executive Officers of the Registrant              29

Item 11.      Executive Compensation                                          29

Item 12.      Security Ownership of Certain Beneficial Owners and
              Management
                                                                              30

Item 13.      Certain Relationships and Related Transactions                  32

PART IV

Item 14.      Exhibits, Financial Statement Schedules and Reports on
              From 10-K                                                       32


SIGNATURES                                                                    33

CONSENT OF
ACCOUNTANT                                                                    34

<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 minimal
activity in fiscal 1997. On April 9, 1998, the Company was reincorporated in the
State of Colorado. The Company designs and manufactures technology products for
the video communication market. The primary focus is the security, surveillance,
and medical monitoring products based on unique video compression technology.
WWV is a development stage company designing and developing custom ultra high
speed and low cost hardware. The initial product has been 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. In addition, WwV has
video storage compression systems that will monitor locally and in unattended
mode for a month or more. 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. By Spring 2001, World Wide Video had produced a limited number of
centurions, DVB's, and AVM's. These units were either sold or loaned for
evaluation units to potential customers, and used by World Wide Video for
demonstration purposes. As of September 30, 2001 the Company had minimal income.
The Company has numerous clients interested in its products. 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 online.

World Wide Video products have been delivered to the following:

         South Africa
         Canada
         Denmark
         Germany
         England
         Malaysia
         Italy
         Several locations within the United States

During the year, WWV has attended several trade shows and also has given
numerous private demonstrations. World Wide Video, Inc. has been successful
receiving visibility through media outlets and press releases this year.

<PAGE>

The Company Business

Substantially all of the Company's operations have been in connection with the
establishing a series of products based on video compression to penetrate the
selected market areas. 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 due to technical
issues and the inability for the company to raise sufficient financial
resources. Hopefully, it appears that these issues can be resolved and
production can occur in Spring 2002.

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 videophone 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
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 6.25"W x
10"L x 1.75"H and 5 watts of power, it is the smallest compression/decompression
(codec) available to OEM designers and end-users. The Centurion product

<PAGE>

family supports the International Telecommunication Union (ITU) H.324 standard
for low bandwidth video over normal (analog) telephone lines.

The Centurion provides one-way video transmission for low cost surveillance
applications. The Centurion is 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 "Time Critical
Quantification" 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.

Product Name: Home MD(TM)
Target Markets: Remote Audio/Video/Data Tele-Medicine, Home Care Medical
Monitoring, Doctor and Nursing Facilities, Private Care

The Home Medical Display (HOME MD(TM)) system is designed to be placed in a home
environment. The Home MD has been crafted as a very low cost and easily
installable Home Medical Displaying system. The Home MD is a TV monitor with
tuner that includes medical equipment interfaces that connect to WWV's Remote
Audio/Video (RAV(TM)) technology. The medical interface accepts any FDA approved
and physician selected medical monitor that supports collected data transfer.
This permits a homebound patient to have meaningful medical care review over
normal telephone lines with a health care provider. Both the patient and the
health care provider have simultaneous audio and video connections using the TV
and real-time data transfer of the collected medical information. The system
uses the H.324 Standards for audio and video transmission over analog phone
circuits.

Product Name: DVB(TM)
Target Markets: Digital Video Bank , Security and Surveillance

The Digital Video Bank (DVB(TM)) combines the newest technologies to provide the
latest in audio-video storage, video quality, and a frame rate (images per
second) that exceed other alternatives such as a time lapse VCR. Say goodbye to
changing and archiving tapes, poor image quality, and the need to have a
separate system for searching recorded video. Under normal operating conditions
of twenty-four hours and 7.5 frames per second, the DVB will store a minimum of
thirty days of high-quality compressed video and audio at a resolution of 320 x
240 pixels. At the end of this period, the DVB will begin overwriting the oldest
stored video. This overwriting loop continues indefinitely. The DVB measures
2.75" x 7.3" x 12.8".

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 videophone calls to any computer already using Intel's

<PAGE>

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
monitoring, distance learning and video conferencing are all high growth
potential. This means that the Company is poised for a potential unbridled
growth pattern.
There has been a note worthy positive impact on the security and surveillance
market since the unfortunate terrorist attacks on the World Trade Center and
Pentagon in September of 2001. WWV has received calls from customers indicating
their desire and availability of funds to purchase and evaluate WWV's products.
WWV is working with other groups to provide a low cost solution to crime and
drug problems in rural areas. One customer is partnering with WWV to provide
"cop cams" in police vehicles to monitor all events in and around an officer's
vehicle. The United States Border Patrol has purchased WWV's DVB for monitoring
the southern borders of our country.

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.

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

<PAGE>

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.

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 key personnel and experienced manufacturer representatives
focused on its sales, marketing and customer service efforts worldwide.
Company's sales and marketing plan is to concentrate on:

<PAGE>

    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 limited production and some prototype products. The first production
units were shipped in Spring of 2001. The security, surveillance, and medical
markets appear very strong and growing. Based on the initial product shipments,
enhancements and customization are under way. The new enhanced products should
ship in spring of 2002. These products will be more marketable and provide
better profit margins than those shipped this year.

Marketing and Advertising. WWV attended several trade shows along with holding
private showings and demonstrations to potential new customers. WWV was the
focus of several media articles including USA Today, Airport Magazine, Barrons,
World Investor link, Wall Street Reporter and CEO Cast. Currently, marketing is
by trade shows, word of mouth and by Internet web page. A series of Press
Releases are planned in conjunction with various product launches in Spring of
2002.

Clients. The Company has shipped a limited number of production products and
some prototypes of others during this year. WWV is in the process of enhancing
the products to make them more maketable and profitable. Some products have been
sold and others have been used for evaluation purposes by potential customers
and for marketing purposes. WWV is in discussion with several clients (see list
below) for custom products. Some of these companies have spoken with WWV about
the potential for several hundred to several thousand units over the next couple
of years. 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
purchase 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. Advance Medtronix, Inc.
     2. Taxi Cab Fleet
     3. Foreign Governments
     4. Template Health Systems
     5. SEMCO
     6. SDS
     7. International Medical Distributor
     8. Security Contractor in Washington D.C.

Standard Products:

     1. DataPower USA, Inc.
     2. United States Border Patrol
     3. Sewam
     4. ABM IT
     5. FBI
     6. US Department of State
     7. NR PTY LIMITED, Australia
     8. C & P Video
     9. RMASA
    10. Access Family TV

<PAGE>

    11. US Army
    12. NRL
    13. Trivett's Family Furniture

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 September 30, 2001, it
appears that the technical problems have been overcome and production units
should be shipped in the Spring of 2002. 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.

<PAGE>

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.

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 were 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.

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

<PAGE>

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.

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, which closed on August 31, 2000. The
company sold 121,114 shares of preferred stock. The preferred offering consisted
of selling a unit for $6. A unit includes one preferred share and 2 preferred
warrants. The preferred warrants expired on September 30, 2001. There is a
dividend of 6% per year payable every 6 months. At the close of the preferred
offering, WWV provided the option to convert the preferred shares to common
stock at a ratio of 2 common shares for one preferred share.

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.

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.

<PAGE>


         (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 September 30, 2001, the Company had four full time employees. 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 July 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 expired September 30, 2001. There is
a dividend of 6% per year payable every 6 months. The offering was closed on
August 31, 2000. At this time, WWV provided preferred shareholders the option to
convert the preferred shares to common stock at a ratio of 2 common shares for
one preferred share. The Company raised a total of approximately $727,000
through its offering of preferred stock.

In April, 2000 the Board of Directors of World Wide Video, Inc. accepted an
offer to sell 5,786,400 common shares for a total of $11,769,400 to an outside
investor, via a private placement. As of September 30, 2001, 326,400 common
shares, at $2.25 per share, have been issued under this agreement. Completion of
the agreement is dependent upon the cash flow of the outside investor.

During 2001 the Company raised $246,700 thru a private offering sale of
3,592,500 shares of common stock. During fiscal 2001 and 2000, the Company
entered into several agreements in which shares were exchanged for services.
Stock issued was valued at the current sales price of common stock.

The Company was approved for trading by NASD in November, 2000 for the Over the
Counter Bulletin Board (OTC BB).

<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. The Company leases the office space under three separate
leases. All three leases are month to month leases with a combined rent of
approximately $3,100 plus utilities.

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.

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

Not Applicable.

PART II

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

NASD approved the Company for trading of WWV's common stock in November 2000 for
the Over the Counter Bulletin Board (OTCBB). On January 18, 2001 WWV started
trading on the OTCBB with the ticker symbol "WWVD".

The following table sets forth, for the periods indicated, the high and low sale
prices per share for the Common Stock as reported by the NASD's OTCBB:

<TABLE>
<CAPTION>

 Quarter                                                          High                    Low
 -------                                                          ----                    ---

<S>                                                               <C>                    <C>
First Quarter (October 1, 2000 through December 31, 2000)      Not Traded          Not Traded
Second Quarter (January 1, 2001 through March 31, 2001)            $ 0.75              $ 0.06
Third Quarter (April 1, 2001 through June 30, 2001)                $ 0.29              $ 0.12
Fourth Quarter (July 1, 2001 through September 30, 2001)           $ 0.70              $ 0.16
</TABLE>

As of September 30, 2001, there were 17,590,761 Common shares outstanding and
100,000,000 authorized. There were 70,724 Common warrants @ $2.75 with an
expiration date of 12/5/01.

As of September 30, 2001, there were 121,114 Preferred shares issued with
10,000,000 Preferred shares authorized. Preferred shares are not publicly
traded. Dividends are being accrued at the rate of 6%. There were no Preferred
warrants.

On September 28, 2001, the last reported close price of the Common Stock as
reported by the NASD's OTCBB was $ 0.50. As of September 30, 2001, there were 81
holders of record of Common Stock. There are no dividends being paid for Common
Stock.


<PAGE>



ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

                                                               Year ended September 30,
                                                       2001            2000            1999
                                                 --------------   --------------   -------------
Statement of Operations Data:
<S>                                                 <C>               <C>           <C>
Operating revenues                                  $         -       $        -    $          -
Product development costs                               508,659          586,009         769,728
General and administrative expenses                     362,146          377,781         156,283
Total costs and expenses                                870,805          963,790         926,011
Other income                                             87,610            2,909           5,124
Net loss before income taxes                           (783,195)        (960,881)       (920,887)
Income taxes                                                  -                -               -
Net loss                                               (783,195)        (960,881)       (920,887)
Net loss per common share                                  (.06)            (.09)           (.09)
Weighted average number of common and
  common equivalent shares outstanding               13,349,911       11,081,362      10,558,840


Balance Sheet Data:
Current assets                                      $   243,265       $  245,543      $  235,532
Current liabilities                                     824,009          552,583         347,393
Total assets                                            370,611          416,493         297,537
Long-term liabilities                                         -                                -                   -
Total stockholders' equity (deficit)                   (453,398)        (136,090)        (49,856)
Dividends per common share                                    -                -                -
</TABLE>

<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K CONCERNING THE COMPANY'S BUSINESS
OUTLOOK OR FUTURE ECONOMIC PERFORMANCE; ANTICIPATED PROFITABILITY, GROSS
BILLINGS, COMMISSIONS AND FEES, EXPENSES OR OTHER FINANCIAL ITEMS; AND
STATEMENTS CONCERNING ASSUMPTIONS MADE OR EXCEPTIONS AS TO ANY FUTURE EVENTS,
CONDITIONS, PERFORMANCE OR OTHER MATTER ARE "FORWARD-LOOKING STATEMENTS" AS THAT
TERM IS DEFINED UNDER THE FEDERAL SECURITIES LAWS. FORWARD-LOOKING STATEMENTS
ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN SUCH STATEMENTS. SUCH RISKS,
UNCERTAINTIES AND FACTORS INCLUDE, BUT ARE NOT LIMITED TO, (I) THE UNCERTAIN
PRODUCT AVAILIBILITY IN A TIMELY MANNER, (II) PERFORMANCE, (III) THE UNCERTAIN
PRODUCT ACCEPTANCE BY THE CUSTOMER, (IV) COMPETITION, (V) THE COMPANY'S
ABILIBILTY TO RAISE THE NECESSARY FUNDS, (VI) UNKNOWN PARTS AND COMPOMENT
AVAILIBILITY, (VII) THE LOSS OF SERVICES OF CERTAIN KEY INDIVIDUALS COULD HAVE A
MATERIAL ADVERSE EFFECT ON THE COMPANY'S BUSINESS, FINANCIAL CONDITION OR
OPERATING RESULTS, (VIII) LITIGATION.

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, 2001 the Company had minimal income. As a result of the ongoing product
development, the Company had a net loss of $783,195 for the year ended September
30, 2001. 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
2002. 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 has entered into an agreement that will assist it in
meeting the demands for its products. 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.


Result of Operations

The year ended September 30, 2001 compared to the year ended September 30, 2000

The Company had no sales for the years ended September 30, 2001 and 2000 due to
still being in the development stage. The Company sold some peripheral items as
well as some prototype units for testing purposes, resulting in income in the
amount of approximately $87,000 for the year ended September 30, 2001. This was
an increase of approximately $84,000 from September 30, 2000, due to the
Company's progress in product development. The Company expects to begin
production for the first in a series of products during Spring 2002.

Product development costs decreased to $508,659 for the year ended September 30,
2001 from $586,009 for the year ended September 30, 2000, a decrease of
approximately 13%. The primary cause for this overall decrease was a decrease in
subcontractor costs and other miscellaneous development costs. Salaries and
related costs increased to $481,537 for the year ended September 30, 2001, from
$368,264 for the year ended September 30, 2000. Subcontractor costs decreased to
$24,334, from $138,586, representing a decrease of 82%. These changes were due
to a shift from the use of subcontractors to employees for product development.
Product and development costs represented 58% of total expenses for the year
ended September 30, 2001, down from 61% for the previous year.

General and administrative expenses decreased $15,635 to $362,146 for the year
ended September 30, 2001. This amount was 42% of total expenses for the year, as
compared to 39% for the year ended

<PAGE>

September 30, 2000. This decrease was attributable to the decrease in working
capital which required the Company reduce overall expenses for the year ended
September 30, 2001. Office expenses decreased from $90,223 in 2000 to $68,933 in
2001. Marketing and sales expenses also decreased from $53,803 to $39,995 for
the year, which was representative of the Company's effort to focus on
completion of the development of its products. Occupancy and utility expenses
increased $6,971 to $66,219, a 12% increase, resulting from the expansion of its
facilities during the year ended September 30, 2000. Likewise, insurance expense
increased $10,493 due to the increase of employees and the addition of
facilities in the prior year. Depreciation and amortization expense increased to
$48,126 for the year ended September 30, 2001, up from $28,897 the year before.
This increase was attributable to recognizing a full year's depreciation on
assets placed in service during the year ended September 30, 2000.

The year ended September 30, 2000 compared to the year ended September 30, 1999.

The Company had no sales for the years ended September 30, 2000 and 1999 due to
still being in the development stage.

Product development costs decreased to $586,009 for the year ended September 30,
2000 from $769,728 for the year ended September 30, 1999, and decrease of
approximately 24%. The primary cause for this overall decrease was a decrease in
subcontractor costs and other miscellaneous development costs. Salaries and
related costs increased to $368,264 for the year ended September 30, 2000, from
$181,791 for the year ended September 30, 1999. Subcontractor costs decreased to
$138,586, from $446,628, representing a decrease of 69%. These changes were due
to a shift from the use of subcontractors to employees for product development.
Product and development costs represented 61% of total expenses for the year
ended September 30, 2000, down from 83% for the previous year.

General and administrative expenses increased $221,498 to $377,781 for the year
ended September 30, 2000, representing an increase of 142%. This amount was 39%
of total expenses for the year, as compared to 17% for the year ended September
30, 1999. The increase in the percentage is attributable to increased office and
marketing expenses due to the advancement of product development, as well as
increased professional fees. Office expenses increased to $90,223, from $38,971
for the year ended September 30, 1999 due in part to the increase in the number
of employees. Marketing also rose, from $32,827 to $53,803 for the year showing
an increase in promotion of the new product. Rent and utilities increased
$24,416 to $39,325, a 164% increase, due to the need for expanded facilities.

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, 2001 and
2000 were $221,043 and $737,249, respectively. The decrease in cash used in
operating activities in 2001 was primarily due to lack of working capital.

Net cash used in investing activities for the years ended September 30, 2001 and
2000 were $3,419 and $137,542, respectively. The decrease in investing
activities was due to the decrease in purchases of property and equipment during
the year ended September 30, 2001.

Net cash provided by financing activities for the years ended September 30, 2001
and 2000 were $227,590 and $874,647, respectively. This decrease was due to the
decline in the amount of stock sold for cash during the year ended September 30,
2001.

As of September 30, 2001, the Company owed salaries employees in the amount of
$63,562. The Company also owed salaries and other amounts to officers in the
amount of $543,133 as of September 30, 2001, up from $328,000 as of September
30, 2000. The Company has begun repaying back salaries due to employees during
the year ended September 30, 2002, as working capital is obtained.

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


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

                                FINANCIAL REPORT
                     YEARS ENDED SEPTEMBER 30, 2001 AND 2000
<PAGE>



                                    CONTENTS


                                                                            Page
                                                                            ----

INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS                      17


FINANCIAL STATEMENTS

  Balance Sheets                                                           18-19

  Statements of Operations                                                    20

  Statements of Cash Flows                                                    21

  Statements of Stockholders' Equity                                          22

  Notes To Financial Statements                                            23-28

<PAGE>
                                 THOMPSON, GREENSPON & CO., P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                             MANAGEMENT CONSULTANTS


                          INDEPENDENT AUDITOR'S REPORT



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 as of September 30, 2001 and 2000, and the
related statements of operations, cash flows and stockholders' equity for the
years ended September 30, 2001, 2000 and 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. 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) at September 30, 2001 and 2000, and the results of its
operations and its cash flows for the years ended September 30, 2001, 2000 and
1999, in conformity with generally accepted accounting principles in the United
States of America.

     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 that raise
substantial doubt about its ability to continue as a going concern during the
development stage. 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.


Fairfax, Virginia
January 8, 2002

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

                                 BALANCE SHEETS
                           SEPTEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                  2001                   2000
                                                              -----------            -----------

                  ASSETS

Current Assets
<S>                                                             <C>                    <C>
   Cash and cash equivalents                                    $  21,772              $  18,644
    Inventories                                                   184,737                180,143
    Prepaid assets and fees                                        17,811                 18,108
    Advances and other receivables                                 15,945                 25,648
    Deferred offering costs                                         3,000                  3,000
                                                                ---------            -----------
                  Total Current Assets                            243,265                245,543
                                                                ---------              ---------

Property and Equipment
    Computer and equipment                                        121,587                118,168
    Software                                                       16,408                 16,408
                                                                ---------             ----------
                  Total Cost                                      137,995                134,576
    Less accumulated depreciation                                 (47,424)               (22,901)
                                                                ---------             ----------
                  Net Property and Equipment                       90,571                111,675
                                                                ---------             ----------

Other Assets
    Technology licenses, net of accumulated amortization           35,625                 58,125
    Deposits                                                        1,150                  1,150
                                                                ---------            -----------
                  Total Other Assets                               36,775                 59,275
                                                                ---------             ----------



Total Assets                                                     $370,611               $416,493
                                                                 ========               ========
</TABLE>


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


<PAGE>



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

<TABLE>
<CAPTION>
                                                                   2001                  2000
                                                                -----------            -------

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
<S>                                                           <C>                    <C>
 Accounts payable and accrued expenses                        $   169,684            $   141,763
 Due to officers                                                  543,133                328,000
 Due to employees                                                  63,562                      -
 Preferred dividend payable                                        47,630                 15,320
 Deferred revenue                                                       -                 67,500
                                                                  -------                -------
                  Total Current Liabilities                       824,009                552,583
                                                                  -------                -------

Stockholders' Deficit
  Common stock, par value $0.0001; 100,000,000 shares authorized; 17,590,761
   issued and outstanding at September 30, 2001, and 11,151,368 issued
   and outstanding at September 30, 2000                            1,759                  1,115
  Preferred stock, 6% cumulative, par value $0.01;
   10,000,000 authorized; 121,114 shares,
   issued and outstanding at September 30, 2001
   and 2000                                                         1,211                  1,211
Additional paid-in capital                                      2,930,129              2,238,694
Unearned compensation                                            (193,882)                     -
Accumulated deficit during development stage                   (3,192,615)            (2,377,110)
                                                               ----------           ------------
                  Total Stockholders' Deficit                    (453,398)              (136,090)
                                                               ----------           ------------


Total Liabilities and Stockholders' Deficit                   $   370,611           $    416,493
                                                               ==========           ============
</TABLE>


<PAGE>

                            STATEMENTS OF OPERATIONS
                  YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                 2001                  2000                1999
                                                            -------------          -----------         -------------

<S>                                                          <C>                    <C>                 <C>
Sales                                                        $        -             $       -           $        -
                                                             -----------            ----------          -----------

Product Development Costs
    Salaries and benefits                                        481,537               368,264              181,791
    Subcontractors                                                24,334               138,586              446,628
    Other developmental costs                                      2,788                79,159              141,309
                                                            ------------           -----------           ----------
                  Total Product Development Costs                508,659               586,009              769,728
                                                              ----------            ----------           ----------

General and Administrative Expenses
    Office                                                        68,933                90,223               38,971
    Marketing and sales                                           39,995                53,803               32,827
    Professional services                                         73,607                89,378               29,937
    Occupancy                                                     45,488                39,325               14,909
    Depreciation and amortization                                 48,126                28,897               14,765
    Utilities and telephone                                       20,731                19,923               12,403
    Insurance                                                     27,980                17,487                   62
    Other                                                         37,286                38,745               12,409
                                                            ------------         -------------        -------------
                  Total General and Administrative
                      Expenses                                   362,146               377,781              156,283
                                                             -----------          ------------         ------------

                  Total Costs and Expenses                      (870,805)             (963,790)            (926,011)

Other Income                                                      87,610                 2,909                5,124
                                                            ------------        --------------       --------------

Loss before Income Taxes                                        (783,195)             (960,881)            (920,887)

Income Taxes                                                          -                     -                    -
                                                          --------------         -------------       --------------

Net Loss                                                      $ (783,195)           $ (960,881)          $ (920,887)
                                                              ==========            ==========           ==========

Dividends, Preferred Stock                                        47,630                15,320                1,020
                                                           =============         =============        =============

Loss Available to Common Stockholders                         $ (830,825)           $ (976,201)          $ (921,907)
                                                              ==========            ==========           ==========

Basic and Diluted Net Loss Per Share                      $        (0.06)      $        (0.09)      $        (0.09)
                                                          ==============       ==============       ==============

Average Common and Common Equivalent
   Shares Outstanding                                         13,349,911            11,081,362           10,558,840
                                                              ==========            ==========           ==========
</TABLE>

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

<PAGE>

                            STATEMENTS OF CASH FLOWS
                  YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999
<TABLE>
<CAPTION>



                                                                   2001                 2000               1999
                                                               ------------        -------------       ------------
Cash Flows from Operating Activities
<S>                                                               <C>                 <C>                 <C>
    Net loss                                                      $(783,195)          $(960,881)          $(920,887)
    Noncash items included in net loss
        Depreciation                                                 24,523              15,772               4,765
        Amortization                                                 22,500              13,125              10,000
        Contributed services                                        238,297                   -             350,310
    Changes in assets and liabilities
        Decrease (Increase) in
           Inventory                                                 (4,594)            (60,853)              3,158
           Advances and other receivables                             9,703             (17,615)             (5,599)
           Prepaid expenses                                             297              68,013              24,429
        Increase (Decrease) in
            Accounts payable                                         27,921              71,183              47,429
            Preferred dividend payable                               32,310              14,300              -
            Due to officers and employees                           278,695             127,207             148,164
            Deferred revenue                                        (67,500)             (7,500)             25,000
                                                                -----------        ------------        ------------
                  Net Cash Used by Operating
                      Activities                                   (221,043)           (737,249)           (313,231)
                                                                 ----------          ----------          ----------

Cash Flows from Investing Activities
    Purchase of equipment and software                               (3,419)           (100,042)            (13,120)
    Purchase of technology license                                       -              (37,500)             -
    Purchase of other assets                                             -                   -                 (500)
                                                               ------------       -------------      --------------
                  Net Cash Used by Investing Activities              (3,419)           (137,542)            (13,620)
                                                                -----------         -----------        ------------

Cash Flows from Financing Activities
    Proceeds from sales of common stock                             259,900             314,996             163,465
    Deferred offering costs                                          -                   -                   12,850
    Proceeds from sales of preferred stock                           -                  585,647             141,000
    Dividends paid                                                  (32,310)            (20,882)                 -
                                                               ------------       ------------      --------------
                  Net Cash Provided by Financing
                      Activities                                    227,590             879,761             317,315
                                                                 ----------         -----------         -----------

Net Increase in Cash and Cash Equivalents                             3,128               4,970              (9,536)

Cash and Cash Equivalents, beginning of year                         18,644              18,788              28,324
                                                               ------------        ------------         -----------

Cash and Cash Equivalents, end of year                          $    21,772         $    23,758         $    18,788
                                                                ===========         ===========         ===========

Non Cash Financing Activities
    Stock issued for services provided                         $    432,179        $         -          $   350,310
                                                               ============        ============         ===========
    Dividends converted to preferred stock                     $         -         $    34,637          $     1,020
                                                               ============        ============         ===========
    Convertible loan satisfied by issuance of stock            $         -         $         -          $    50,000
                                                               ============        ============         ===========
</TABLE>

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


<PAGE>
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999
<TABLE>
<CAPTION>


                                                                Cumulative                                  Additional
                                                     Common      Preferred        Paid in       Unearned   Accumulated
                                         Shares       Stock            Par        Capital   Compensation       Deficit     Totals
                                       ----------    ------     ----------        -------  -------------   ------------ ------------

<S>                                    <C>           <C>            <C>        <C>           <C>         <C>             <C>
Balance, September 30, 1998            10,443,737    $  1,044       $    -     $   634,558   $        -  $   (468,326)   $  167,276
Sale of common stock at $2.75 per share    65,244           7            -         163,458            -             -       163,465
Loan converted to stock                   250,000          25            -          49,975            -             -        50,000
Sale of cumulative Preferred stock at $6
    per share                                   -           -          235         140,765            -             -       141,000
Contributed services                      252,387          25            -         350,285            -             -       350,310
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)

Sale of common stock at $2.25 per share   140,000          14             -        314,982            -             -       314,996
Sale of preferred stock at $6 per share         -           -          918         550,092            -             -       551,010
Dividends converted to stock                    -           -           58          34,579            -             -        34,637
Dividend, cumulative preferred shares           -           -            -               -            -       (25,996)      (25,996)
Net loss, year ended September 30, 2000         -           -            -               -            -      (960,881)     (960,881)
                                      -----------     -------      -------     -----------   ----------   ------------    ----------
                                       11,151,368       1,115        1,211       2,238,694            -    (2,377,110)     (136,090)
                                       ----------     -------      -------     -----------   ----------   ------------    ----------

Sale of common stock                    3,592,500         359            -         246,341            -             -       246,700
Stock options exercised                   132,000          13            -          13,187            -             -        13,200
Contributed services                    2,714,893         272            -         431,907            -             -       432,179
Unearned compensation                           -           -            -               -     (193,882)            -      (193,882)
Dividend, cumulative preferred shares           -           -            -               -            -       (32,310)      (32,310)
Net loss, year ended September 30, 2001         -           -            -               -            -      (783,195)     (783,195)
                                      -----------     -------      -------     -----------   ----------   ------------    ----------
                                       17,590,761      $1,759       $1,211      $2,930,129    $(193,882)  $(3,192,615)    $(453,398)
                                      ===========     =======       =======    ===========   ==========   ============    ==========
</TABLE>

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


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

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000


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. 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 years ended
         September 30, 2001, 2000, or 1999.

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

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



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 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 year ended September 30, 2001 was $24,523
         and for the year ended September 30, 2000 was $15,772 and $4,765 for
         the year ended September 30, 1999.

         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 three - five years.

         Amortization expense for the year ended September 30, 2001 was $22,150
         and for the year ended September 30, 2000 was $13,125, and $10,000 for
         the year ended September 30, 1999.

         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. Other
         income in 2001 includes forfeited deposits by potential customers.

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

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000

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 bases on the classification of the
         related asset or liability. Deferred tax assets related to losses
         accumulated during the development stage have been reduced by a
         corresponding valuation allowance as of September 30, 2001 and 2000.

         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 outstanding during the year (denominator). Diluted net
         loss per share is computed using the weighted average number of common
         shares of potential common shares outstanding during the year.
         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 and bring
         the products to market. In the past three years the Company has raised
         capital through a variety of private securities offerings of both
         preferred and common stock. Management's course of action to raise
         additional funds will be through similar private offerings or public
         offerings, which in Management's opinion will provide sufficient
         capital resources to complete current product development and initial
         product marketing.

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

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000


3.  PREPAID EXPENSES AND FEES

         Included in Prepaid Expenses at September 30 are the following:
<TABLE>
<CAPTION>
                                                                      2001               2000
                                                                    ----------         ---------
<S>                                                                   <C>               <C>
 Deposit on inventory purchases                                       $ 12,450          $12,450
 Prepaid rent and commissions                                            5,361            5,658
                                                                   -----------        ---------
                                                                      $ 17,811          $18,108
                                                                   ===========        =========
</TABLE>

4.  OTHER ASSETS

         The Company acquired a technology license at a cost of $37,500, from
         Databeam, Inc., that is being amortized over a period of three years,
         the expected life of the agreement. The license agreement permits the
         Company to use certain proprietary software products. The net carrying
         value of the license at September 30, 2001 was $21,875 and at September
         30, 2000 was $34,375.

         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, 2001 was $13,750 and at
         September 30, 2000, the carrying value was $23,750.

         The Company sold non-exclusive rights to market World Wide Video, Inc.
         products to U.S. Government military bases in exchange for 250,000
         shares of DataPower USA, Inc. stock. The Datapower stock does not have
         an attainable market value and therefore no value has been recorded.

5.  CONTRIBUTED CAPITAL

         In connection with the reincorporation of the Company, the original
         stockholders received 10,000,000 shares of common stock.

         In April 1998, the Company commenced a private offering in which
         233,981 common shares at $2.75 per shares were sold. After deducting
         costs of $95,300, the Company realized proceeds of $548,067. 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.


<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000

5.   CONTRIBUTED CAPITAL (continued)

         In July 1999, the Company commenced a private offering of 150,000
         cumulative preferred shares at $6.00 per unit. The preferred stock
         earns a dividend at the rate of 6 percent per annum, payable
         semi-annually. At the close of the private offering each cumulative
         preferred share is convertible into 2 shares of common stock for a
         two-year period ending September 30, 2001. The Board, at its
         discretion, can redeem all preferred shares in exchange for three
         shares of common stock for each share of preferred stock. The Company
         raised $141,000 during the year ended September 30, 1999 with the
         issuance of 23,500 shares. During the year ended September 30, 2000 the
         Company raised $585,647 with the issuance of 976 shares.

         In April, 2000 the Board of Directors of World Wide Video, Inc.
         accepted an offer to sell 5,786,400 common shares for a total of
         $11,769,400 to an outside investor, via a private placement. As of
         September 30, 2001, 326,400 common shares, at $2.25 per share, have
         been issued under this agreement. Completion of the agreement is
         dependent upon the cash flow of the outside investor.

         During 2001 the Company raised $246,700 thru a private offering sale of
         3,592,500 shares of common stock. During fiscal 2001 and 2000, 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.   OPERATING LEASE

         The Company leases office space in Culpeper, Virginia, under three
         lease agreements. Two of the lease agreements are month-to-month with a
         combined monthly rent is $2,000. The third lease agreement is for a
         term of one year expiring April 30, 2002, monthly rent is $1,100.
         Future minimum lease payments total $7,700 as of September 30, 2001.
         Rent expense was $42,522, $32,360 and $8,062, respectively, for the
         years ended September 30, 2001, 2000 and 1999.

8.   RELATED PARTIES

         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. Of these amounts
         $509,450 and $320,000 remains unpaid at September 30, 2001 and
         September 30, 2000, respectively.


<PAGE>

                              WORLD WIDE VIDEO, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000

9.  COMMITMENTS AND CONTINGENCIES

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

         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 5
         and 8). Other contracts require compensation in the form of stock.


10.  STOCK OPTIONS

         The Company has granted stock options under a Stock Option Plan to key
         employees for valuable services to the Company. Under the Plan a
         maximum of 1,000,000 shares may be granted. The Company authorized
         1,000,000 shares and granted 231,000 shares under the Plan. All options
         have an eight year term from the exercise date. The following
         summarizes the option activity under the Plan:
<TABLE>
<CAPTION>


                                                       Number of Shares          Option Price
                                                       ----------------          ------------

<S>                                                          <C>                      <C>
 Outstanding, September 30, 1999                                    -                  $   -
 Granted                                                      128,000                    .10
 Exercised                                                          -                      -
 Canceled or expired                                                -                      -
                                                          -----------                 ------
 Outstanding, September 30, 2000                              128,000                    .10
                                                            ---------                   ----
 Granted                                                      139,000                    .10
 Exercised                                                   (132,000)                   .10
 Canceled or expired                                          (36,000)                   .10
                                                           ----------                  -----
 Outstanding, September 30, 2001                               99,000                   $.10
                                                           ==========                   ====

 The vesting period of the remaining options is as follows:

    Vested and exercisable                                                             31,000
    September 30, 2002                                                                 26,000
    September 30, 2003                                                                 26,000
    September 30, 2004                                                                 16,000
                                                                                       ------
                                                                                       99,000
</TABLE>

No compensation costs have been recognized under the Plan and the Company has
elected the disclosure only provisions of SFAS No. 123. The fair value of the
options vested and exercisable are immaterial as of September 30, 2001 and 2000.

<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None


PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Name                          Age                 Position
----                          ---                 --------
John G. Perry                  56                 President, and Director
Frank A. Maas                  57                 Vice President of Engineering,
                                                  Secretary, Treasurer,
                                                  Chairman of the Board and
                                                  Director
Ronald P. Cropper              55                 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.

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.

ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

                     Annual                Long-term          Other
   Name              Compensation          Compensation       Compensation
---------------      -------------         ------------       ------------
John Perry           $120,000              None               Auto Allowance
Frank Maas           $120,000              None               None


There have been no activities in these areas to date:

         Retirement Plans
         Termination Payments
         Stock Options/SAR Grants
         Aggregate/SAR Exercise and Fiscal Year-End Options/SAR Value
         Long-Term Incentive Plan
         Pension Plan
<PAGE>


ITEM 12.  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 own over 5% of the
17,590,761 outstanding shares of Common Stock as of 9/30/01.

Officers and Directors
<TABLE>
<CAPTION>

Title      Name of                                                                       Amount               Percent
   of      Beneficial                    Nature of                                         of
Class      Owner                         Beneficial Ownership                            Class
-----      ----------                    --------------------                            -----                -------
<S>                                      <C>                                          <C>                       <C>
Common      John G. Perry                Founder, President, & Director               4,465,000                 22.22%
            14327 Smith Road
            Culpeper, Virginia 22701

Common      Frank A. Maas                Founder, Vice President, &                   4,800,000                 23.89%
                                         Chairman of the Board of Directors
            808 Culpeper Avenue
            Fredericksburg, Virginia 22405

Common      Ronald Cropper               Director                                        10,000                   .04%
            POB 797053
            Dallas, Texas  75379


                                                                                      ---------           ------------
Officers and Directors as a group                                                     9,275,000                 46.16%
</TABLE>

<PAGE>


COMMON WARRANTS (non voting until exercised)

Officers and Directors

None

PREFERRED STOCK (closed 8/31/00, 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 121,114
outstanding shares of Preferred Stock as of 9/30/01 are included.

Officers and Directors
<TABLE>
<CAPTION>

Title             Name of                          Title                           Amount                Percent
  of              Beneficial                       Nature of                         of
Class             Owner                            Beneficial Ownership            Class
-----             ----------                       --------------------            -----                 -------
None
Officers and Directors as a group

Other Entities

<S>               <C>                              <C>                            <C>                      <C>
Preferred         Joseph Daniel                    Investor                       10,000                   8.26%
                  Box 1148
                  Culpeper, Virginia 22701

Preferred         Lionel Reilly                    Investor                        6,105                   5.04%
                  20620 Corral Road
                  Elkhorn, NE  68022

Preferred         Fred Windhorst                   Investor                       10,201                   8.42%
                  16514 Safforn Circle
                  Omaha, NE  68136

Preferred         John Warner                     Investor                         8,334                   6.88%
                  400 Madison St., Apt. 2201
                  Alexandria, VA  22314

                                                                                  -------                 -------
Other Entries as a group                                                          34,640                  28.60%
</TABLE>


PREFERRED WARRANTS (none)

<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Colorado Corporation Act and Company by-laws offer protection by way of
indemnification to any officer, director or employee of the Company. The
indemnification extends to expenses, including attorney's fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with an action, suit or proceeding if the party acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Company and with respect to any criminal proceeding if the party had no
reasonable cause to believe the conduct was unlawful.

The general effect of the above indemnification provisions allow the employees,
directors, and officers of the Company to function and engage in the day to day
business activities of the Company knowing the Company will offer protection
against the threat or event of litigation subject to the limitations that said
individual must exercise good faith and reasonableness.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 or Securities Exchange Act of 1934 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.


                        FINANCIAL STATEMENTS AND EXHIBITS

The following documents are filed as a part of this report:

   1. Audited Financial Statements: (See PART II ITEM 8)

   2. Additional Financial Statement Schedules: None

   3. SK Exhibits (See Below)

   4. Supplemental Oil and Gas Information - None.


                                   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.*
<PAGE>

 10.2    Share Exchange Agreement*

 23.1    Consent of Accountant (See Below)

          * Incorporated by reference to Exhibits to
            the Registration Statement on Form 10-SB/A
            (SEC ACCESSION NUMBER: 0001072588-99-000079)
            and as amended.


                                   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.


January 8, 2002

                             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
<PAGE>




                                  EXHIBIT 23.1

                              CONSENT OF ACCOUNTANT



                         THOMPSON, GREENSPON & CO., P.C.
                          Certified Public Accountants
                             Management Consultants





To the Board of Directors
World Wide Video, Inc.
Culpeper, Virginia

We hereby consent to the use of our report, dated January 11, 2002, in the
Form10-KSB of World Wide Video, Inc., as filed with the Securities and Exchange
Commission.



                             /s/ Thompson, Greenspon & Co., P.C.


Fairfax, Virginia
January 8, 2002

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



   3930 Walnut Street Fairfax, VA 22030-4790 (703) 385-8888 FAX (703) 385-3940

    E-Mail Address - tgc@tgccpa.com Home Page Address - http://www.tgccpa.com