SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-KSB
                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934



          For the fiscal year ended September 30, 2002 Commission file
                                number: 000-26235

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

   Colorado                                        54-1921580
------------------------                          --------------------
(State of incorporation)                          (I.R.S. Employer
                                                  Identification No.)

102A North Main Street, Culpeper, Virginia              22701
--------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number: (540) 727-7551

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

                            Title of each class: None

                 Name of each exchange on which registered: N/A

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

                            Title of each class: None

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

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

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

State issuer's revenues for its most recent fiscal year. $0

                                        1

<PAGE>


Transitional Small Business Disclosure Format:

                             ______ Yes ___X____ No


Aggregate market value of the voting stock held by non-affiliates of the
registrant as of September 30, 2002: $398,785 (approximately)

Number of outstanding  shares of the  registrant's no par value common stock, as
of September 30, 2002: 46,455,574

Number of outstanding shares of the registrants Preferred shares as of September
30, 2002:  189,447

                                        2


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

Item 7.       Financial Statements and Supplementary Data                     14

Item 8.       Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure                                        29


                                    PART III

Item 9.       Directors and Executive Officers of the Registrant              29

Item 10.      Executive Compensation                                          29

Item 11.      Security Ownership of Certain Beneficial Owners and
              Management
                                                                              30

Item 12.      Certain Relationships and Related Transactions                  32


                                    PART IV

Item 13.      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
can and 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.

By Spring 2002, World Wide Video was in automated production of DVBs. The DVB
is unique in the market place for it size, storage capabilities, audio, wire-
less, alarms and 12 volt features. These units were either sold or loaned for
evaluation units to potential customers, and used by World Wide Video for
demonstration purposes. The capabilities and feature set of the DVB has created
a demand for special application hardware for unique niche markets. From user
evaluation feedback WWV has modified the DVB to add realtime video transmission
of compressed video over a LAN connection while simultaneously recording the
incoming video data.  This application has found favor with law enforcement for
use in police cruisers because the realtime capture and/or playback can be
viewed on in-car computer screens without having to add additional monitors.

In dealing with local government agencies WWV is positioning its products to be
included in next year's budget acquisition cycle. Sales into these markets
relies heavily on funds availability and budget provisions which tend to have
long-lead cycles.  A special application DVB was developed that will provide a
compressed streaming video file for transmission over the Internet.  WWV has
begun providing hardware to an Internet Service provider (ISP) that markets web
service to local city governments.  This ISP provider is now offering a service
where city council meetings are digitally recorded with each individual meeting
session provided as a separate video/audio stream for viewing over the Internet.
Using the DVB, they will not have to process video tapes after the council
meeting but can do all of the recording and compression during the sessions.

<PAGE>

WWV has received a sub-contract to develop a video compression software and hard
-ware product for use in military applications. The compression algorithm being
developed is far superior to that being used in the world today. WWV has paused
shipments of its Centurion products and intends to use the new algorithm in the
"new" Version of the Centurion and other company products.

As of September 30, 2002 the Company had minimal income. Several delays have
occurred in World Wide Video's planned sales schedule due to a jittery stock
market, the company's low stock value, the difficulty in raising working revenue
and a general reluctance of the commercial market in purchasing new security
hardware until agencies like Homeland Security have established a budget and is
providing funding or direction.

In addition, the Company plans to launch an E-COMMERCE sales effort to directly
sell video compression hardware to customers online.

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.

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.

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.

<PAGE>

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
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.

<PAGE>

The Company plans a new version of the Centurion to be released in the summer of
2003. This version will contain the new greatly improved compression algorithm.
The new Centurion board will be used in the next HOME MD prototypes.

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
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

<PAGE>

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,

<PAGE>

telecommuting and training. They see the four primary market segments emerging
in the first wave of desktop video conferencing within the next one to three
years. Those markets are:

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

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

Internet

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

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

<PAGE>

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

In additional to utilizing normal marketing distribution channels, the Company
also plans to launch an E-COMMERCE approach on its Web home Page
(www.wwv-usa.com) to directly sell some of its user oriented products.

Sales and Marketing

The Company has 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:

    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

<PAGE>

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. Navy
     2. Taxi Cab Fleet
     3. Foreign Governments
     4. Canadian Police Organizations
     5. Scientific Data System
     6. Security Contractor

Standard Products:

     1. DataPower USA, Inc.
     2. United States Border Patrol
     3. For3D
     4. AlphaIs
     5. US Army
     6. US Department of State
     7. BTI
     8. C & P Video
     9. Comm Express
    10. Police Departments

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 or the need for the product could be delayed 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, 2002, it appears that the technical
problems have been overcome and production units should be shipped in the early
2003. The Company has complete arrangements with the to manufacturer to provide
capital for orders from acceptable companies. This will reduce funding issues.
In the opinion of management, there are no technical problems to produce and
satisfy the potential orders. The key to success is in the increase in orders.

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 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.

<PAGE>

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

WWV represents new technologies. Video communication systems have been available
for over ten years, but only now are offering affordable and high quality video
conferencing via existing desktop terminals. WWV's key competitive advantage
lies in the ability to:
   1. Use any telephone line analog or digital, or use existing local area
      networks (LANs) like ETHERNET, or wide area networks (WAN) like INTERNET.
   2. High performance, clearer and more frames per second at higher resolution.
   3. Requires less bandwidth than competitors.  WWV's products will continue to
      function at speeds as low as 9,600 baud as compared to 21,600 baud
      required by others.
   4. Smaller size and a lower power requirement mean that WWV's technology can
      be placed in more locations, like notebooks, inside VCRs, TVs and
      automatic teller machines.
   5. WWV's technology is uniquely applicable to many markets. WWV's technology
      could compliment and compete with products in new markets.

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

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

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

<PAGE>

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 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.

<PAGE>

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.

On November 1, 2001, the Company decided to raise the additional required
working capital by a Regulation D Rule 506 offering of Class A preferred stock.
WWV started a preferred offering, which closed on  June 30, 2002. The company
sold 68,333 shares of preferred stock for a total of $410,000. The preferred
offering consisted of selling a unit for $6. A unit includes one preferred share
warrants. 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.

<PAGE>

Government Regulation

Compliance with Environmental Laws and Regulations

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

         (a)  State and Local Regulation - None.

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

         (b)  National Regulation - None.

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

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

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

Employees

As of September 30, 2002, the Company had four full time employees and several
contract support staff. 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.

<PAGE>

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

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.  Only
partial funds were received, and the contract was terminated in August, 2001.

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.

During 2002 the Company raised $342,157 thru a private offering sale of
8,155,199 shares of common stock. During fiscal 2002, the Company entered into
several agreements in which shares were exchanged for services and back
salaries. Stock issued was valued at the current sales price of common stock.


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 REGISTRANT'S 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 the Company was
approved for trading on the OTCBB with the ticker symbol "WWVD."

<PAGE>

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>

 Fiscal 2002                                                      High                   Low
 -----------                                                      ----                   ---

<S>                                                               <C>                   <C>
First Quarter (October 1, 2001 through December 31, 2001)          $0.650               $0.180
Second Quarter (January 1, 2002 through March 31, 2002)            $0.220               $0.070
Third Quarter (April 1, 2002 through June 30, 2002)                $0.140               $0.035
Fourth Quarter (July 1, 2002 through September 30, 2002)           $0.040               $0.007
</TABLE>


As of September 30, 2002, there were 46,455,574 Common shares outstanding and
100,000,000 authorized.

As of September 30, 2002, there were 189,447 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.

As of September 30, 2002, there were 231 holders of record of Common Stock.
There are no dividends being paid for Common Stock.


ITEM 6. 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 high speed
and low cost hardware for the video communication market. As of September 30,
2002 the Company had minimal income. As a result of the ongoing product develop-
ment, the Company had a net loss of ($1,747,112) for the year ended September
30, 2002.

During the 2002 WWV has had to overcome numerous issues including:

    1. Insufficient working capital and financial backing
    2. Decrease in stock price
    3. Lateness of funds being released by customers and governments
    4. Customer requiring new feature to solve their applications
    5. Lack of Marketing support
    6. General Stock Market weakness
    7. General Economy weakness

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

<PAGE>

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 marketing
issues and the inability for the company to raise sufficient financial
resources.

By end of the year, World Wide Video designed and produced a line of Digital
Video Banks (DVB). The DVB is unique in the market place for it size, storage
capabilities, audio, wireless, alarms and 12 volt features. These units were
either sold or loaned for evaluation units to potential customers, and used by
World Wide Video for demonstration purposes. The capabilities and feature set of
the DVB has created a demand for special application hardware for unique niche
markets. From user evaluation feedback WWV has modified the DVB to add realtime
video transmission of compressed video over a LAN connection while simultaneous-
ly recording the incoming video data.  This application has found favor with law
enforcement for use in police cruisers because the realtime capture and/or play-
back can be viewed on in-car computer wcreeens without having to add additional
monitors.

In dealing with local government agencies WWV is positioning its products to be
included in next year's budget acquisition cycle.  Sales into these markets
relies heavily on funds availability and budget provisions which tend to have
long-lead cycles.  A special application DVB was developed that will provide a
compressed streaming video file for transmission over the Internet.  WWV has
begun providing hardware to an Internet Service provider (ISP) that markets web
service to local city governments.  This ISP provider is now offering a service
where city council meetings are digitally recorded with each individual meeting
session provided as a separate video/audio stream for viewing over the Internet.
Using the DVB, they will not have to process video tapes after the council
meeting but can do all of the recording and compression during the sessions.

WWV has received a contract to develop a video compression software and hardware
product for use in military applications. The compression algorithm being
developed is far superior to that being used in the world today. WWV has paused
shipments of its Centurion products and intends to use the new algorithm in the
"new" Version of the Centurion and other company products.

In addition, the Company plans to launch an E-COMMERCE sales effort to directly
sell video compression hardware to customers online.

Result of Operations

The year ended September 30, 2002 compared to the year ended September 30, 2001

The Company had sales for the year ended September 30, 2002 of $50,931 compared
to no sales in 2001.

<PAGE>

Product development costs increased to $1,128,124 for the year ended September
30, 2002 from $508,659 for the year ended September 30, 2001.  Salaries and
related costs decreased to $341,175 for the year ended September 30, 2002,
from $481,537 for the year ended September 30, 2001.

General and administrative expenses increased to $1,069,311 for the year
ended September 30, 2002 from 362,146 in September 30, 2001.

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, 2002 and
2001 was ($770,834) and ($253,353), 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, 2002 and
2001 was ($9,074) and ($3,419), respectively.

Net cash provided by financing activities for the years ended September 30, 2002
and 2001 was $759,473 and $259,900, respectively.

As of September 30, 2002, the Company owed salaries to employees in the amount
of $62,550.  The Company also owed salaries and other amounts to officers in
the amount of $267,758 as of September 30, 2001, down from $543,133 as of
September 30, 2001.

                    COMMON SHARES ISSUED DURING FISCAL YEAR

QUARTER        SHARES          TYPE            PRICE       TOTAL CONSIDERATION

Quarter 1      2,563,324       S-8 Registered  $0.2057     $  527,221.39
               1,449,232       Restricted*     $0.0155     $   22,461.60

Quarter 2      1,104,364       S-8 Registered  $0.1187     $  131,073.22
               3,182,000       Restricted*     $0.0724     $  230,220.00

Quarter 3      5,865,640       S-8 Registered  $0.0537     $  314,719.95
               2,393,334       Restricted*     $0.0345     $   82,600.02

Quarter 4      9,994,286       S-8 Registered  $0.0627     $  626,924.99
               1,800,000       Restricted*     $0.0100     $   18,000.00
------------------------------------------------------------------------------
Total         28,352,180                                   $1,953,221.17

*    The  restricted  shares issued as listed above were issued in reliance upon
exemptions  contained in Sections 4(2) and 4(6) of the Securities Act of 1933 to
persons  whom the  company  believed  were  accredited  investors  and for which
subscriptions were received,  which asserted that the purchasers were purchasing
for their own account for  investment  purposes and not with a view to resell or
redistributed the shares purchased.

<PAGE>

     The shares  registered  on Form S-8 were  issued for  services  rendered by
employees,  consultants and  professionals  pursuant to plans as attached to the
S-8 Registration Statements.

Evaluation of Internal and Disclosure Controls
----------------------------------------------

     The  management  of the  company has  evaluated  the  effectiveness  of the
issuer's disclosure controls and procedures as of a date within 90 days prior to
the filing  date of the report  (evaluation  date) and have  concluded  that the
disclosure  controls and procedures are adequate and effective  based upon their
evaluation as of the evaluation date.

     There were no significant  changes in internal controls or in other factors
that could significantly  affect internal controls subsequent to the date of the
most recent evaluation of such,  including any corrective actions with regard to
significant deficiencies and material weaknesses.


NEED FOR ADDITIONAL FINANCING

         The Company does not have capital sufficient to meet the Company's cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of the  Securities  Exchange Act of 1934. The Company will have to
seek  loans or equity  placements  to cover  such cash  needs.  In the event the
Company is able to complete a business  combination during this period,  lack of
its  existing  capital  may  be a  sufficient  impediment  to  prevent  it  from
accomplishing  the  goal of  completing  a  business  combination.  There  is no
assurance,  however,  that without funds it will ultimately  allow registrant to
complete a business combination.  Once a business combination is completed,  the
Company's needs for additional  financing are likely to increase  substantially.
The  Company  will  need to raise  additional  funds  to  conduct  any  business
activities in the next twelve months.

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses as they may be incurred.

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.

         The Company has plans to continue research and  development in the next
twelve months depending on funds being available.  The Company could spend up to
$500,000 on further research.  The Company has no plans at this time for
purchases or sales of fixed assets which would occur in the next twelve months.

<PAGE>

         The Company has no expectation or anticipation of significant changes
in number of employees in the next twelve months, however, if it achieves
significant orders, it may acquire or add employees of an unknown number in the
next twelve months.

     The Company's auditor has issued a "going concern" qualification as part of
his opinion in the Audit Report. There is substantial doubt about the ability of
the Company to continue as a "going  concern."  The Company has no business,  no
capital,  debt in excess  of  $366,906,  all of which is  current,  no cash,  no
assets, and no capital commitments.  The effects of such conditions could easily
be to cause the Company's bankruptcy, except there are no assets to liquidate in
Bankruptcy.


<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                             WORLD WIDE VIDEO, INC.

                                FINANCIAL REPORT
                  YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000
<PAGE>



                                    CONTENTS


                                                                         Page
                                                                         ----

INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS                 F-1


FINANCIAL STATEMENTS

  Balance Sheets                                                       F-2 F-3

  Statements of Operations                                               F-4

  Statements of Cash Flows                                               F-5

  Statements of Stockholders' Equity                                     F-6

  Notes To Financial Statements                                       F-7 - F-12

<PAGE>


                          Certified Public Accountants
                         4035 Ridge Top Road, Suite 700
                            Fairfax, Virginia 22030




                          INDEPENDENT AUDITORS' REPORT



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


         We have audited the accompanying balance sheets of World Wide Video,
Inc. as of September 30, 2002 and 2001, and the related statements of
operations, cash flows and stockholders' equity for the years ended September
30, 2002, 2001 and 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the 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, 2002 and 2001, and the results of
its operations and its cash flows for the years ended September 30, 2002, 2001
and 2000, in conformity with accounting principles generally accepted 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. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



/s/ Thompson Greenspon & Co.
Fairfax, Virginia
January 9, 2003


                                      F-1

<PAGE>
<TABLE>
<CAPTION>


                                     WORLD WIDE VIDEO, INC.

                                         BALANCE SHEETS
                                  SEPTEMBER 30, 2002 AND 2001




                                                                            2002                 2001
                                                                        ----------            -----------
<S>                                                                   <C>                   <C>

                  ASSETS

Current Assets
   Cash and cash equivalents                                            $   1,337              $  21,772
    Inventories                                                           241,147                184,737
    Prepaid assets and fees                                                 1,065                 17,811
    Advances and other receivables                                         22,561                 18,945
                                                                       ----------             ----------
                  Total Current Assets                                    266,110                243,265
                                                                        ---------              ---------

Property and Equipment
    Computers and equipment                                               130,116                121,587
    Software                                                               16,408                 16,408
                                                                       ----------             ----------
                  Total Cost                                              146,524                137,995
    Less accumulated depreciation                                         (73,990)               (47,424)
                                                                       ----------             ----------
                  Net Property and Equipment                               72,534                 90,571
                                                                       ----------            -----------

Other Assets
    Technology licenses, net of accumulated amortization                   13,125                 35,625
    Deposits                                                                1,695                  1,150
                                                                       ----------            -----------
                  Total Other Assets                                       14,820                 36,775
                                                                       ----------             ----------





Total Assets                                                             $353,464               $370,611
                                                                         ========               ========
</TABLE>



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


                                      F-2

<PAGE>
<TABLE>
<CAPTION>



                                                                                2002                   2001
                                                                            ------------           ------------
<S>                                                                      <C>                    <C>

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
    Accounts payable and accrued expenses                                   $   115,901            $   169,684
    Due to officers                                                             269,758                543,133
    Due to employees                                                             62,550                 63,562
    Preferred dividend payable                                                  110,881                 47,630
                                                                           ------------         --------------
                  Total Current Liabilities                                     559,090                824,009
                                                                           ------------           ------------

Stockholders' Deficit
    Common stock, par value $0.0001; 100,000,000 shares
        authorized; 46,455,574 issued and outstanding
        at September 30, 2002, and 17,590,761 issued
        and outstanding at September 30, 2001                                     4,646                  1,759
    Preferred stock, 6% cumulative, par value $0.01;
        10,000,000 authorized; 189,447 shares,
        issued and outstanding at September 30, 2002
        and 121,114 issued and outstanding at
        September 30, 2001                                                        1,894                  1,211
Additional paid-in capital                                                    4,954,770              2,930,129
Unearned compensation                                                          (163,958)              (193,882)
Accumulated deficit                                                          (5,002,978)            (3,192,615)
                                                                           ------------           ------------
                  Total Stockholders' Deficit                                  (205,626)              (453,398)
                                                                          -------------          -------------


Total Liabilities and Stockholders' Deficit                                $    353,464          $     370,611
                                                                           ============          =============
</TABLE>


                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                                     WORLD WIDE VIDEO, INC.

                                    STATEMENTS OF OPERATIONS
                         YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000




                                                                   2002                2001                 2000
                                                              -------------         ----------          ------------
<S>                                                        <C>                  <C>                 <C>

Sales                                                         $     50,931          $       -           $        -
                                                              ------------          ----------          -----------

Product Development Costs
    Salaries and benefits                                          341,175             481,537              368,264
    Subcontractors                                                 673,493              24,334              138,586
    Other developmental costs                                      112,456               2,788               79,159
                                                               -----------        ------------          -----------
                  Total Product
                      Development Costs                          1,128,124             508,659              586,009
                                                                ----------          ----------           ----------

General and Administrative Expenses
    Office                                                           5,472              68,933               90,223
    Marketing and sales                                            112,052              39,995               53,803
    Professional services                                          756,179              73,607               89,378
    Occupancy                                                       51,062              45,488               39,325
    Depreciation and amortization                                   49,351              48,126               28,897
    Utilities and telephone                                         26,128              20,731               19,923
    Insurance                                                       24,183              27,980               17,487
    Other                                                           44,884              37,286               38,745
                                                              ------------       -------------        -------------
                  Total General and
                      Administrative Expenses                    1,069,311             362,146              377,781
                                                                ----------        ------------         ------------

                  Total Costs and Expenses                       2,197,435             870,805              963,790
                                                               -----------       -------------         ------------

                  Loss from Operations                          (2,146,504)           (870,805)            (963,790)

Other Income, net                                                  399,392              87,610                2,909
                                                              ------------       --------------      --------------

Loss before Income Taxes                                        (1,747,112)           (783,195)            (960,881)

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

Net Loss                                                       $(1,747,112)         $ (783,195)          $ (960,881)
                                                               ===========          ==========           ==========

Dividends, Preferred Stock                                         110,880              32,310               25,996
                                                             =============       =============        =============

Loss Available to Common
    Stockholders                                               $(1,857,992)         $ (815,505)           $(986,877)
                                                               ===========          ==========            =========

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

Average Common and Common
    Equivalent Shares Outstanding                               29,330,588          13,349,911           11,081,362
                                                                ==========          ==========           ==========
</TABLE>


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

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

                                     WORLD WIDE VIDEO, INC.

                                    STATEMENTS OF CASH FLOWS
                         YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000



                                                                       2002               2001               2000
                                                                 ---------------     -------------       ------------
<S>                                                            <C>                <C>                <C>
Cash Flows from Operating Activities
    Net loss                                                      $(1,747,112)        $(783,195)          $(960,881)
    Noncash items included in net loss
        Depreciation                                                   26,566            24,523              15,772
        Amortization                                                   22,500            22,500              13,125
        Contributed services                                        1,298,662           238,297                   -
    Changes in assets and liabilities
        Decrease (Increase) in
           Inventory                                                  (56,410)           (4,594)            (60,853)
           Prepaid assets and fees                                     16,746               297              68,013
           Advances and other receivables                              (3,616)            9,703             (17,615)
        Increase (Decrease) in
            Accounts payable                                          (53,783)           27,921              71,183
            Due to officers and employees                            (274,387)          278,695             127,207
            Deferred revenue                                            -               (67,500)             (7,500)
                                                             ----------------       -----------        ------------
                  Net Cash Used by
                      Operating Activities                           (770,834)         (253,353)           (751,549)
                                                                  -----------        ----------          ----------

Cash Flows from Investing Activities
    Purchase of equipment and software                                 (8,529)           (3,419)           (100,042)
    Deposits                                                             (545)               -                   -
    Purchase of technology license                                         -                 -              (37,500)
                                                                -------------      ------------       -------------
                  Net Cash Used by
                      Investing Activities                             (9,074)           (3,419)           (137,542)
                                                                 ------------       -----------         -----------
Cash Flows from Financing Activities
    Proceeds from sales of common stock                               349,473           259,900             303,300
    Proceeds from sales of preferred stock                            410,000                -              585,647
                                                                  -----------     -------------         -----------
                  Net Cash Provided by
                      Financing Activities                            759,473           259,900             888,947
                                                                  -----------        ----------         -----------
Net (Decrease) Increase in Cash and
    Cash Equivalents                                                  (20,435)            3,128                (144)

Cash and Cash Equivalents, beginning of year                           21,772            18,644              18,788
                                                                 ------------      ------------        ------------

Cash and Cash Equivalents, end of year                           $      1,337       $    21,772         $    18,644
                                                                 ============       ===========         ===========
Non Cash Financing Activities
    Stock issued for services provided                             $1,298,662        $  432,179        $         -
                                                                   ==========        ==========        ============
    Dividends converted to preferred stock                      $          -       $         -          $    34,637
                                                                =============      ============         ===========
    Preferred Dividend Payable                                   $     63,251       $    32,310         $    14,300
                                                                 ============       ===========         ===========
</TABLE>



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

                                      F-5

<PAGE>
<TABLE>
<CAPTION>

                                             WORLD WIDE VIDEO, INC.

                                       STATEMENTS OF STOCKHOLDERS' EQUITY
                                 YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000


                                                                    Cumulative  Additional
                                             Common       Common    Preferred   Paid in    Unearned      Accumulated
                                             Shares       Stock     Par         Capital    Compensation  Deficit             Totals
                                             ------------ --------  ----------- ---------- ------------  -----------         ------
<S>                                         <C>          <C>       <C>       <C>          <C>         <C>             <C>
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)
                                             ------------  -------   ------   -----------  ---------   ------------      ----------
Balance, September 30, 2000                    11,151,368    1,115    1,211     2,238,694     -          (2,377,110)       (136,090)
                                               ----------  -------   ------    ----------  ----------   -----------      ----------

Sale of common stock at $.10 - 2.25 per share   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)
                                             ------------  -------   ------   -----------  ---------    -----------      ----------
Balance, September 30, 2001                    17,590,761    1,759    1,211     2,930,129   (193,882)    (3,192,615)       (453,398)
                                               ----------   ------   ------    ----------  ---------    -----------       ---------


Contributed services                           20,644,614    2,064   -          1,266,674     29,924         -            1,298,662
Sale of common stock                            8,155,199      816   -            342,157     -              -              342,973
Sale of preferred stock at $6 per share            -        -           683       409,317     -              -              410,000
Stock options exercised                            65,000        7   -              6,493     -              -                6,500
Dividend, cumulative preferred shares              -        -        -              -         -             (63,251)        (63,251)
Net loss, year ended September 30, 2002            -        -        -              -         -          (1,747,112)     (1,747,112)
                                             ------------  -------   ------   -----------  ---------   ------------     -----------
Balance, September 30, 2002                    46,455,574   $4,646   $1,894    $4,954,770  $(163,958)   $(5,002,978)    $  (205,626)
                                               ==========   ======   ======    ==========  =========    ===========     ===========
</TABLE>




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


                                      F-6

<PAGE>


                             WORLD WIDE VIDEO, INC.

                          NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2002, 2001 AND 2000


1.       NATUER 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
         designs and manufactures technology and products for the video
         telephony market. 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 the technology video industry. These policies are
         summarized below.

         Development Stage Enterprise

         Through September 30, 2001, the Company was a Development Stage
         Enterprise and substantially all of its activities were in connection
         with the establishment of a new business. The Company adopted Statement
         of Position 98-5 which requires expensing of costs of start-up
         activities, including organization costs, as incurred. The Company
         ended its Developmental Stage in October 2001 when it began selling
         finished products. .

         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, 2002, 2001, or 2000.


                                      F-7


<PAGE>


                             WORLD WIDE VIDEO, INC.

                          NOTES TO FINANCIAL STATEENTS
                       SEPTEMBER 30, 2002, 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 and other
         electronic devices used in its products. 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, ranging from three to five years.

         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 years ended September 30, 2002, 2001 and
         2000 was $26,566, $24,523, and $15,772, respectively.

         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 to five years.

         Amortization expense for the years ended September 30, 2002 and 2001
         was $22,500, respectively and $13,125 for September 30, 2000.

         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.



                                      F-8

<PAGE>


                             WORLD WIDE VIDEO, INC.

                          NOTES TO FINANCIAL STATEENTS
                       SEPTEMBER 30, 2002, 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 based 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, 2002 and 2001.

         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.



                                      F-9

<PAGE>


                             WORLD WIDE VIDEO, INC.

                          NOTES TO FINANCIAL STATEENTS
                       SEPTEMBER 30, 2002, 2001 AND 2000



3.       PREPAID ASSETS AND FEES

         Included in prepaid assets and fees at September 30 are the following:

                                                       2002               2001
                                                     -------            --------
                Deposit on inventory purchases        $1,065             $12,450
                Prepaid rent and commissions           -                   5,361
                                                   ---------           ---------
                                                      $1,065             $17,811
                                                      ======             =======

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, 2002 and 2001 was $9,375 and
         $21,875, respectively.

         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, 2002 and 2001 was $3,750
         and $13,750, respectively.

         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.

         During fiscal year 2002, 2001 and 2000 the Company raised capital
         through a variety of private common and preferred stock offerings.
         Common stock was issued at $.10-2.25 per share to raise capital for
         product development and final production.

         In July 1999, the Company commenced a private offering of 150,000
         cumulative preferred shares at $6.00 per unit. During the year ended
         September 30, 2002, the Company commenced a similar private offering of
         150,000 cumulative preferred shares. The preferred stock earns a
         dividend at the rate of 6 percent per annum, payable semi-annually. The
         Board, at its discretion, can redeem all preferred shares in exchange
         for two shares of common stock for each share of preferred stock.

         During fiscal 2002 and 2001, 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.



                                      F-10

<PAGE>



                             WORLD WIDE VIDEO, INC.

                          NOTES TO FINANCIAL STATEENTS
                       SEPTEMBER 30, 2002, 2001 AND 2000



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 of $2,000. The third lease agreement is for a
         term of two years expiring December 1, 2004, monthly rent is $1,350.
         Rent expense was $45,180, $ $42,522 and $32,360, respectively, for the
         years ended September 30, 2002, 2001 and 2000.

         The following is a schedule, by years, of future minimum rent payments
         due:

                  Year ending September 30:
                         2003                                          $16,200
                         2004                                           16,200
                         2005                                            2,700
                                                                      --------
                                                                       $35,100

7.       RELATED PARTY TRANSACTIONS

         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
         $258,871 and $517,450 remains unpaid at September 30, 2002 and
         September 30, 2001, respectively.

         The Board of Directors requested the officers of the Company to waive
         unpaid accrued salary totaling $400,000. The officers agreed to this
         request. As a result, the waiver of $400,000 in accrued salary, which
         pertains to salary accrued and earned in prior periods, has been
         included in other income in the accompanying statement of operations
         for the year ended September 30, 2002.

8.       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. Other
         contracts require compensation in the form of stock, also calculated as
         a percentage of completed transactions.



                                      F-11

<PAGE>


                             WORLD WIDE VIDEO, INC.

                          NOTES TO FINANCIAL STATEENTS
                       SEPTEMBER 30, 2002, 2001 AND 2000



9.       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 467,000 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, 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
                                                                            ----------               ----
                  Granted                                                      200,000                .10
                  Exercised                                                    (65,000)               .10
                  Canceled or expired                                          (20,000)               .10
                                                                            ----------              -----
                  Outstanding, September 30, 2002                              214,000               $.10
                                                                            ==========               ====
</TABLE>

         The vesting period of the remaining options is as follows:

                  Vested and exercisable                               182,000
                  September 30, 2003                                    16,000
                  September 30, 2004                                    16,000
                                                                      --------
                                                                       214,000

         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, 2002 and 2001.



                                      F-12


<PAGE>

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

None


                                    PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Name                          Age                 Position
----                          ---                 --------
John G. Perry                  57                 President, and Director
Frank A. Maas                  58                 Vice President of Engineering,
                                                  Secretary, Treasurer,
                                                  Chairman of the Board and
                                                  Director
Rochele Hc Hirsch              54                 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.

Rochele Hc Hirsch is the President of CommExpress Int'l, Inc. a video communica-
tion company based in Atlanta, G. She is 28-year veteran in telecommunications,
business development and organization effectiveness consulting, Rochele Hirsch
began her career with BellSouth in Atlanta, GA.  Over her caree she has held
management positions in marketing and sales, information systems, data communica
-tions, and management consulting.  Ms. Hirsch holds a BS with Distinction and
Honors in Physics from Mary Washington College of the University of Virginia and
an MS from Georgia Institute of Technology in Industrial and Systems
Engineering.

ITEM 10.  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


Note: In 2002 most salaries were accrued and the principles forgave $400,000 in
back salaries. The principal have no stock options and never received any S-8
stock.  In 2002, Mr. Perry received a bonus of about $20,000 which was accrued
to offset interest charges on his personal credit card company related debits.

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 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON STOCK

The following sets forth information with respect to the Company's Common Stock
beneficially owned by each Officer and Director, and by all Directors and
Officers as a group. There are no other entities that own over 5% of the
46,455,574 outstanding shares of Common Stock as of 9/30/02.

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               2,510,000                 5.40%
            520 Cromwell Court           (Includes 2,000,000 owned by Ellen L.
            Culpeper, VA 22701           Perry, his spouse)

Common      Frank A. Maas                Founder, Vice President, &                   3,950,000                 8.50%
                                         Chairman of the Board of Directors
            808 Culpeper Avenue          (Includes 100,000 owned by Barbara
            Fredericksburg, VA 22405     Maas, his spouse)

Common      Rochele Hc Hirsch            Director                                       117,000                 0.025%
            510 Seminole Avenue
            Atlanta, Georgia  30307


                                                                                      ---------           ------------
Officers and Directors as a group                                                     6,577,000                14.15%
</TABLE>

<PAGE>


COMMON WARRANTS (non voting until exercised)

Officers and Directors

None

PREFERRED STOCK (closed 6/3/02, 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 189,447
outstanding shares of Preferred Stock as of 9/30/02 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                   5.28%
                  Box 1148
                  Culpeper, Virginia 22701

Preferred         Coldwater Capital                Investor                        66,666                  35.19%
                  50 W. Liberty St., Suite 880
                  Reno, NV  89501

Preferred         Fred Windhorst                   Investor                       10,201                   5.38%
                  16514 Safforn Circle
                  Omaha, NE  68136

                                                                                  -------                 -------
Other Entries as a group                                                          86,867                  45.85%
</TABLE>


PREFERRED WARRANTS (none)

<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

                                    PART IV

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

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 7)

   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*

WORLD WIDE VIDEO, INC. 2001 STOCK OPTION PLAN
     Incorporated  by  reference  to  Exhibit  4.1 to the Form S-8  filed by the
     Company on November 7, 2001.

WORLD WIDE VIDEO, INC. 2002 STOCK OPTION PLAN
     Incorporated  by  reference  to  Exhibit  4.1 to the Form S-8  filed by the
     Company on April 4, 2002.

WORLD WIDE VIDEO, INC. 2003 STOCK OPTION PLAN
     Incorporated  by  reference  to  Exhibit  4.1 to the Form S-8  filed by the
     Company on July 25, 2002.

2002 STOCK OPTION AND COMPENSATION PLAN OF WORLD WIDE VIDEO, INC.
     Incorporated  by reference to Exhibit 4.1 to the Current Report on Form S-8
     filed by the Company on October 9, 2002.

2002 STOCK OPTION AND COMPENSATION PLAN OF WORLD WIDE VIDEO, INC.
     Incorporated  by reference to Exhibit 4.1 to the Amended  Current Report on
     Form S-8/A filed by the Company on October 10, 2002.




<PAGE>

                                   SIGNATURES

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


January 31, 2003

                                        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/ Rochele Hc Hirsch
                                        ------------------------------------
                                        Rochele Hc Hirsch, Director