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

                                    FORM 10-K


(MARK ONE)

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

For the fiscal year ended September 30, 2000.

                                       OR

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

For the transition period from _________to __________.



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

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


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

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


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


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

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

      None                                                  None


Securities registered pursuant to Section 12(g) of the Act:
   Title of class
       Common                     100,000,000 Shares of Common
                                  Stock,  Par Value $.0001 Per
                                  Share,            11,151,368
                                  outstanding  as of September
                                  30, 2000

<PAGE>





                                TABLE OF CONTENTS


                                                                            Page
PART I

Item 1.       Description of Business                                          1

Item 2.       Properties                                                      10

Item 3.       Legal Proceedings                                               11

Item 4.       Submission of Matters to a Vote of Security Holders             11


PART II

Item 5.       Market For the Registrants Common Stock and
              Related Stockholder Matters                                     11

Item 6.       Selected Financial Data                                         12

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

Item 8.       Financial Statements and Supplementary Data                     15

Item 9.       Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure                                        32


PART III

Item 10.      Directors and Executive Officers of the Registrant              32

Item 11.      Executive Compensation                                          32

Item 12.      Security Ownership of Certain Beneficial Owners and
              Management                                                      33


Item 13.      Certain Relationships and Related Transactions                  35


PART IV

Item 14.      Exhibits, Financial Statement Schedules and Reports on
              From 10-K                                                       35

SIGNATURES                                                                    37

CONSENT OF ACCOUNTANT                                                         38



<PAGE>


PART I


ITEM 1.  DESCRIPTION OF BUSINESS

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

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

In April 2000, WWV entered into a agreement with Advanced Medtronic, Inc. (AMTX)
of Austin Texas.  The agreement calls for an equity  investment of approximately
$13M over the next 12  months.  At the time of this  filing  over $350K has been
received  and an  additional  $5M is  pledged  by  12/31/2000.  AMTX  is a newly
capitalized  company  intending to  concentrate  on the home medical  monitoring
area.  In addition to the equity  investment,  WWV has a contract  from AMTX for
over $5M in custom and standard products.

Several delays have occurred in World Wide Video's planned  production  schedule
due to lateness of key components (newly developed hardware chips, circuitry and
firmware) from large chip manufacturers and the deletion of some of the existing
chips.  It appears that these  component  problems will be resolved  shortly and
production  for the first in a series of  products  is  scheduled  for spring of
2001.  Only  prototype  products  have been  produced as of this  filing.  As of
September 30, 2000 the Company had no income.  The Company has numerous  clients
interested  in its products.  The Company also has obtained four custom  product
contracts with three customers,  in addition to the standard products  discussed
below.  These contracts are late due to the delays  discussed  above, but are in
process  of being  completed.  The  Company  has over $3M in  potential  product
backlog. All orders and contracts are contingent upon an acceptable  performance
of the production  units.  Marketing  channels will include  distributors in the
USA, Canada, South Africa, Australia, New Zealand, Malaysia,  Singapore, Europe,
Asia, and South America. In addition,  the Company plans to launch an E-COMMERCE
sales effort to directly sell some of its products to customers.


THE COMPANY BUSINESS

Substantially  all of the Company's  operations have been in connection with the
establishment  of a new business.  Those operations were restricted to design of
products and  development of prototypes for custom designed  contracts.  Most of
that  time was  spent  focusing  on the  design  and  development  of new  video
communication products for market introduction. Several delays have occurred, as
outlined above, but it appears that the issues are being resolved and production
should begin in the spring of 2001.


<PAGE>


The Company's products deliver high-speed audio, video and data information over
the plain old  telephone  system (POTS)  lines.  The market  potential for video
communications includes every desktop computer, home computer and every business
that needs to  communicate,  especially  as video  systems  become more and more
affordable.  Multimedia  Research Group forecasts that the video phone and video
conferencing  markets will total over $15 billion within the next five years, as
the video  technology  becomes more common place.  The  Company's  technology is
designed to provide video  telephony for the  individual  user (home),  small to
large businesses,  the  security/surveillance,  and tele-medicine  markets.  WWV
expects the market  growth of these  systems to be similar to that of the modem.
At first  modems  were only used by highly  paid  business  people who  traveled
extensively and needed to connect to their office computer while they were away.
Now  most  computer  users  use  modems  to hook to the  "Internet,"  to  access
electronic bulletin boards and to conduct research.  Modems have become standard
equipment for most computers, and video may also become standard equipment.

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

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


THE COMPANY PRODUCT LINES

Product Name: Centurion
Target Markets: Security and Surveillance

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

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

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

Using  standard  telephone  lines,  the  Centurion  puts any site, no matter how
distant, within customer access. The unique 2-way video motion provides complete

<PAGE>

communication  for virtually any surveillance or conferencing  application.  For
security  monitoring,  there will be fewer unknown false alarms.  For monitoring
cash related  activities,  Centurion  can provide an interface for POS (Point of
Sale) scanners.  Centurion can control  remotely  situated  pan-tilt-zoom  (PTZ)
cameras as well as interface with security alarm  equipment and other devices to
verify a triggered alarm.


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

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


Product Name: RAV(TM) Notebook
Target Markets: Portable Video Conferencing

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

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

In addition, the RAV(TM) includes an integrated high resolution color camera and
a removable video codec module that contains  multiple high speed digital signal
processors   to  provide   unparalleled   frame  rate  and  quality   using  the
International  Telecommunication  Union  H.324  standard  for low bit rate video

<PAGE>

conferencing.  Using the H.324 protocol, the RAV(TM) Notebook video conferencing
has  Microsoft  Net Meeting and  International  Telecommunication  Union's T.120
software that provides file  transfers,  shared  applications,  and shared white
boards.


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

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


Product Name: RAV(TM)  PCI
Target Markets: Video Communication (computer based) over POTS

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

Industry Overview

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

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

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

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

<PAGE>

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

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

Personal Technology Research,  cited in ABTC's report,  believes that there will
be  a  trend  in  video   conferencing  to  develop  a   comprehensive   network
infrastructure   between  large  groups,   small  groups  and  desktop  systems,
particularly   for   specialized   applications   such  as  distance   learning,
telecommuting  and 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

<PAGE>

product  offerings  and  advertise  employment  opportunities.  Through the Web,
Internet content providers are able to deliver timely, personalized content in a
manner  not  possible  through  traditional  media.   Internet  content  can  be
continuously updated, and accessed by users at any time.

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

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

SALES AND MARKETING

The Company  has two  employees  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 some prototype  products.  The first  production  units are planned for
Spring of 2001. The security and medical markets appear very strong and growing.

Marketing and Advertising. Currently, marketing is by trade shows, word of mouth
and by Internet web page. A series of Press  Releases are planned for the Spring
of 2001 in conjunction with various product launches.

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

Custom Products:

         1.       Advance Medtronix, Inc.
         2.       Help Innovations, Inc. (2 products)
         3.       Access Family TV

Standard Products:

         1.       DataPower USA, Inc.
         2.       Boeing Information Services
         3.       Sewam
         4.       ABM IT
         5.       FBI
         6.       US Department of State
         7.       NR PTY LIMITED, Australia

<PAGE>

All potential sales,  including  Purchase Orders,  Contract(s),  No Cost POs and
Letters  of  Intent,  are  contingent  upon the  performance,  availability  and
acceptance of the prototype units. There is the possibility that the customer no
longer has the requirement  for these types of products.  Another issue could be
the customer's  ability to pay for the production  product.  The company has had
several  delays in completing the production  units.  As of 9/30/00,  it appears
that the technical  problems have been overcome and  production  units should be
shipped  in the  Spring  of 2001.  The  Company  has  complete  arrangements  to
manufacture  the  production   units  subject  to  additional   working  capital
requirements..  In the opinion of management, there are no technical problems to
produce and satisfy the potential backlog of orders.  Additional Working Capital
may be needed.

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

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

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

VIDEO COMMUNICATION PRODUCT PRICING AND MARKET SHARE

The  industry has been waiting for a video system that can offer high quality at
a reasonable price. So far no one has been able to do that, but WWV can and will
have the best  opportunity  in the  industry to offer high quality at the lowest
price.  WWV realizes that this will remain a major  advantage,  and it must keep
the R&D effort going to maintain market share. As with most new high technology,
the average industry price will continue to fall over the next decade. According
to PictureTel  (the current  industry  leader for ISDN based  solutions),  video
conferencing  prices  are  currently  falling  at 20% a year.  Industry  experts
predict that they will continue to do so at least until the year 2005.
WWV represents new technologies. Video communication systems have been available
for over ten years, but only now are offering  affordable and high quality video
conferencing via existing  desktop  terminals.  WWV's key competitive  advantage
lies in the ability to:
         1.   Use any telephone  line analog or digital,  or use existing  local
              area networks  (LANs) like  ETHERNET,  or wide area networks (WAN)
              like INTERNET.
         2.   High performance, clearer and more frames per second at higher
              resolution.
         3.   Requires  less  bandwidth than  competitors.  WWV's products  will
              continue to function at speeds as low as 9,600 baud as compared to
              21,600 baud required by others.
         4.   Smaller  size  and a  lower  power  requirement  mean  that  WWV's
              technology can be placed in more locations, like notebooks, inside
              VCRs, TVs and automatic teller machines.
         5.   WWV's technology  is uniquely  applicable to  many markets.  WWV's
              technology  could  compliment and  compete  with  products in  new
              markets.
Because video communication is an embryonic industry,  the market place for such
technology  is  still  evolving.  Unlike  a  computer  or a  piece  of  athletic
equipment, which have specific,  statistically measurable user-populations,  the
video   communication   user-population   seems  unlimited.   In  fact,  as  the
"information  superhighway"  develops and interactive multimedia becomes part of
the INTERNET,  anyone who owns a PC or television and telephone  could become an
end user.

<PAGE>

COMPETITION

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

The POTS (Plain Old  Telephone  System)  hardware  based (DSP)  solution is only
offered  by two  competitors  at this  time.  Both are based on slower DSP based
systems. See Section 9.0 for a detailed competitive analysis.

WWV is using technology that compresses video and data at a higher rate than any
other  company in the  industry.  The  compression  rate of video is about 3-4:1
better than our fastest  competitors.  This high rate of compression gives WWV a
tremendous  advantage  in frame rate and  quality at any given  bandwidth.  This
advantage will  initially be used to provide  better  products in the POTS area,
and the ISDN version  products will quickly follow the POTS product.  This means
that  WWV's  ISDN based  products  will  provide  the same  quality  over 2 ISDN
channels at a lower price than the current ISDN  competitors can do today over 6
ISDN channels. (Two ISDN line charges versus 6 ISDN lines charges).

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

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

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

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 will be for $6 and must be executed within one
year of the offering  closing  date.  There is a dividend of 6% per year payable
every 6 months. At the close of the preferred offering,  WWV provided the option
to convert the  preferred  shares to common stock at a ratio of 2 common  shares
for one preferred share.

SPONSORED RESEARCH AND DEVELOPMENT

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

INTELLECTUAL PROPERTY

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

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

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

GOVERNMENT REGULATION

Compliance with Environmental Laws and Regulations.
---------------------------------------------------

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

                  (a)  State and Local Regulation - None.

<PAGE>

                  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 registra
-tion statement.

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

EMPLOYEES

As of  September  30,  2000,  the  Company  had nine  full time  employees.  The
Company's  employees  are  not  represented  by  a  labor  union  or  collective
bargaining agreement. The Company regards its employee relations as excellent.

COMPANY HISTORY

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

In August  1999,  the Company  filed a F-10SB  with the SEC.  In July 1999,  the
Company started a Preferred  Stock  Offering,  at $6 per unit, via Regulation D,
Rule 506, with the goal of raising $900,000. A unit includes one preferred share
and 2 preferred  warrants.  The preferred warrants will be for $6.00 and must be
executed within one year of the closing date. There is a dividend of 6% per year
payable  every 6 months.  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.

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


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.  The first two are month to month leases with a combined rent of $2,000.
The third lease is for a one year term expiring in April 2001, with monthly rent
of $1,100.

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

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

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


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

Not Applicable.


PART II


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

Not Applicable.

<PAGE>

<TABLE>
<CAPTION>

ITEM 6. SELECTED FINANCIAL DATA

<S>                                                <C>                <C>            <C>
                                                         Year ended September 30,
                                                      2000            1999            1998
                                                   --------------   --------------   -------------
Statement of Operations Data:
Operating revenues                                 $         -         $        -       $      -
Product development costs                              586,009            769,728        373,928
General and administrative expenses                    377,781            156,283         97,148
Total costs and expenses                               963,790            926,011        471,076
Other income                                             2,909              5,124          2,750
Net loss before income taxes                          (960,881)          (920,887)      (468,326)
Income taxes                                                 -                  -              -
Net loss                                              (960,881)          (920,887)      (468,326)
Net loss per common share                                 (.09)              (.09)          (.06)
Weighted average number of common and
     common equivalent shares outstanding           11,081,362         10,558,840      7,556,726


Balance Sheet Data:

Current assets                                       $ 245,543         $  235,232     $  273,756
Current liabilities                                    552,583            347,393        175,780
Total assets                                           416,493            297,537        343,056
Long-term liabilities                                        -                  -              -
Total stockholders' equity (deficit)                  (136,090)           (49,856)       167,276
Dividends per common share                                   -                  -              -

</TABLE>

<PAGE>




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

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

Overview

WWV is a development  stage company  designing and developing  custom ultra high
speed and low cost hardware for the video communication  market. As of September
30,  2000  the  Company  had no  income.  As a  result  of the  ongoing  product
development, the Company had a net loss of $960,881 for the year ended September
30, 2000. Several delays have occurred in the planned production schedule due to
lateness of key  components  (newly  developed  hardware  chips,  circuitry  and
firmware) from large chip manufacturers and the deletion of some of the existing
chips. Now it appears that these component problems will be resolved shortly and
production  for the first in a series of  products  is  scheduled  for spring of
2001.  The Company has not started  production of any of its products as of this
filing.  The  Company  has  clients  from  around  the world  interested  in its
products.  The  Company  has entered  into an  agreement  that will assist it in
meeting  the  demands  for  its  products.  The  investor  manufactures  medical
equipment  and has signed an agreement to invest a total of  $13,019,400  in WWV
for its video capabilities in the medical  monitoring  market.  Such an alliance
would  immediately  open markets in the United States and several South American
Countries  where  this  partner  has  established  clients.   Another  strategic
investor/partner  has  signed a letter  of  intent  to raise  $2.5  million  for
marketing/manufacturing with the Company to penetrate the Canadian and Asian Rim
markets  for WWV's POTS  products.  Even  though the Company has a high level of
confidence that at least one of these investor/partner actions will materialize,
there is no assurance that either one will be carried through to fruition. Since
most of the  world's  population  has  virtually  no access  to the  information
"superhighway"  and is  fortunate  to  have  telephone  service,  the  potential
international  market for WWV's  products  is  immeasurable.  Even in the United
States,   the   accessibility  of  that  information  age  technology  has  been
concentrated  in the cities and  metropolitan  areas  where  various  supporting
infrastructures  exist.  The rural and remote  areas must rely  heavily,  if not
exclusively,  upon other  technological  means,  such as POTS, to access distant
medical or learning centers, etc.

The Company also has four custom product contracts in additional to the standard
products being  developed.  The AMTX contract is for a Home Monitor Device (Home
MD) and a PCI  board.  A  prototype  Home MD unit was shown to AMTX in  December
2000.  WWV hopes to delivery an advanced  version by the end of February 2000. A
prototype  for the PCI Board  should be  available  in  April.  These  units are
subject to testing and  evaluation  prior to final  acceptance  by the  customer
before the start of the production contract. The Company does not anticipate any
non-resolvable  issues that would cancel this  contract.  Another  contract also

<PAGE>

involves  medical  monitoring  and  this  contract  is  late  due to the  delays
discussed   above  but  is  in  process  of  being   completed.   The   enhanced
pre-production units for the home medical monitoring contract ($1M) were shipped
to the  customer  for  evaluation  and  testing  in Summer  2000.  The  customer
requirements  may be  changing.  This  process is not complete as of the date of
this filing.  Final  acceptance  of the total  contract is  contingent  upon the
performance  of the  product  and the  ability  of the  product  to meet the new
requirements.  It is  unclear if this  contract  will be  fulfilled.  The fourth
contract is for a portable video conferencing system. This contract could be for
over 5,000 units. A new and enhanced  version of the Centurion will be used. WWV
plan to deliver these units for  evaluation in January 2001.  Also,  the Company
has identified over $1M in other potential product orders.  All potential orders
and contracts are contingent upon  evaluation and acceptable  performance of the
pre-production  units.  (See the two Production  Schedules below for appropriate
product  timetables).  The Company has  potential  distribution  channels in the
United  States,  Canada,  South  Africa,   Australia,  New  Zealand,   Malaysia,
Singapore,  Europe, Asia, and South America. In addition, the Company also plans
to launch an E-COMMERCE sales approach to directly sell some of its products. To
date,  the Company has  functioned  on equity  investments.  Without  continuing
investments or loans, the survivability of the Company is at risk.

                             Custom Product Schedule

Product                   R&D Cost         Production Cost     Production Date
---------------------- ----------------- ------------------- -------------------
AMTX HomeMD               $10,000           $200,000              June 2001
---------------------- ----------------- ------------------- -------------------
AMTX PCI                  5,000               50,000              May  2001
---------------------- ----------------- ------------------- -------------------
HELP (HIM)                20,000              40,000              February 2001
---------------------- ----------------- ------------------- -------------------
Family Access TV          20,000              50,000              April  2001
---------------------- ----------------- ------------------- -------------------
*Factors  outlined in this  document  could  impact the  implementation  of this
schedule.



                            Standard Product Schedule

Product                        R&D Cost        Production Cost   Production Date
-------------------------- ----------------- ----------------- -----------------
Centurion                      $50,000           $300,000          March 2001
-------------------------- ----------------- ----------------- -----------------
RAV PCI                         50,000           50,000            July     2001
-------------------------- ----------------- ----------------- -----------------
Spectator                      200,000           50,000            Aug     2001
-------------------------- ----------------- ----------------- -----------------
Centurion-ISDN/Internet        300,000           300,000           Sept    2001
-------------------------- ----------------- ----------------- -----------------
*Factors  outlined in this  document  could  impact the  implementation  of this
schedule.


RESULTS OF OPERATIONS

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

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

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

General and administrative  expenses increased $221,498 to $377,781 for the year
ended September 30, 2000,  representing an increase of 142%. This amount was 39%
of total expenses for the year, as compared to 17% for the year ended  September
30, 1999. The increase in the percentage is attributable to increased office and

<PAGE>

marketing  expenses due to the  advancement of product  development,  as well as
increased  professional fees. Office expenses increased to $90,223, from $38,971
for the year ended  September 30, 1999 due in part to the increase in the number
of employees.  Marketing also rose, from $32,827 to $53,803 for the year showing
an  increase in  promotion  of the new  product.  Rent and  utilities  increased
$24,416 to $39,325, a 164% increase, due to the need for expanded facilities.

The year ended September 30, 1999 compared to the year ended September 30, 1998.

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

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

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

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, 2000 and
1999 were  $737,249  and  $313,231,  respectively.  The increase in cash used in
operating  activities  in 2000 was  primarily  due to  increased  inventory  and
increased employee expenses.

Net cash used in investing activities for the years ended September 30, 2000 and
1999 were  $137,542  and  $13,620,  respectively.  The  increase in cash used in
investing  activities  was  primarily  the result of  additional  furniture  and
equipment purchases.

Net cash provided by financing activities for the years ended September 30, 2000
and 1999 were $874,647 and $317,315,  respectively.  This increase resulted from
sales of common and preferred stock.

As of  September  30,  2000,  the Company  owed  salaries to officers  and other
employees in the amount of $337,207,  up from $210,000 as of September 30, 1999.
During the year ended September 30, 1999, the Company began repaying amounts due
to officers and expects to  continuing  reducing this debt during the year ended
September 30, 2001.

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



<PAGE>






                             WORLD WIDE VIDEO, INC.
                         A Development Stage Enterprise

                     YEARS ENDED SEPTEMBER 30, 2000 AND 1999



<PAGE>


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

                                FINANCIAL REPORT
                     YEARS ENDED SEPTEMBER 30, 2000 AND 1999



                                    CONTENTS


                                                                            Page

INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS                      18


FINANCIAL STATEMENTS

   Balance Sheets                                                          19-20

   Statements of Operations                                                   21

   Statements of Cash Flows                                                22-23

   Statements of Stockholders' Equity                                         24

   Notes To Financial Statements                                           25-31



<PAGE>

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


                          INDEPENDENT AUDITOR'S REPORT



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

         We have audited the  accompanying  balance  sheets of World Wide Video,
Inc., a development  stage enterprise as of September 30, 2000 and 1999, and the
related  statements of operations,  cash flows and stockholders'  equity for the
years ended  September 30, 2000, 1999 and 1998.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material  respects,  the financial  position of World Wide Video,
Inc. (a Colorado Corporation) at September 30, 2000 and 1999, and the results of
its operations and its cash flows for the years ended  September 30, 2000,  1999
and 1998, in conformity with generally accepted accounting principles.

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

/s/ Thompson, Greenspon & Co., P.C.
Fairfax, Virginia
November 30, 2000

               --------------------------------------------------
                3930 Walnut Street, Fairfax, Virginia 22030-4790
                       (703) 385-8888 FAX (703) 385-3940
   E-Mail Address - tgc@tgccpa.com Home Page Address - http://www.tgccpa.com
          Member of American Institute of Certified Public Accountants
                             Division for CPA Firms

                                      F-1

<PAGE>
<TABLE>
<CAPTION>


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


                                 BALANCE SHEETS
                           SEPTEMBER 30, 2000 AND 1999




<S>                                                                     <C>                <C>

                                                                           2000              1999
                                                                       ------------       ------------

                  ASSETS

Current Assets
    Cash and cash equivalents                                            $  18,644          $  18,788
    Inventories                                                            180,143            119,290
    Accounts receivable - other                                             25,648              8,033
    Prepaid assets and fees                                                 18,108             86,121
    Deferred offering costs                                                  3,000              3,000
                                                                       -----------        -----------
                  Total Current Assets                                     245,543            235,232
                                                                         ---------          ---------
Property and Equipment
    Computer and equipment                                                 118,168             20,866
    Software                                                                16,408             13,668
                                                                       -----------        -----------
                  Total Cost                                               134,576             34,534
    Less accumulated depreciation                                          (22,901)            (7,129)
                                                                        ----------       ------------
                  Net Property and Equipment                               111,675             27,405
                                                                         ---------        -----------
Other Assets
    Technology licenses, net of accumulated amortization                    58,125             33,750
    Deposits                                                                 1,150              1,150
                                                                       -----------        -----------
                  Total Other Assets                                        59,275             34,900
                                                                        ----------         ----------

Total Assets                                                              $416,493           $297,537
                                                                          ========           ========

</TABLE>

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

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

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

                            BALANCE SHEETS CONTINUED
                          SEPTEMBER 30, 2000 AND 1999


<S>                                                                               <C>                 <C>

                                                                                         2000             1999
                                                                                     ------------       -----------

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
    Accounts payable and accrued expenses                                            $   132,556        $    61,373
    Due to officers and employees                                                        337,207            210,000
    Deferred revenue                                                                      67,500             75,000
    Preferred dividend payable                                                            15,320              1,020
                                                                                   -------------     --------------
                  Total Current Liabilities                                              552,583            347,393
                                                                                   -------------       ------------


Stockholders' Deficit
    Common stock, par value $0.0001; 100,000,000 shares
        authorized;  11,151,368 issued and outstanding
        at September 30, 2000, and 11,011,368 issued
        and outstanding at September 30, 1999                                              1,115              1,101
     Preferred stock, 6% cumulative, par value $0.01;
        10,000,000 authorized; 121,114 shares,
        issued and outstanding at September 30, 2000;
       23,500 shares issued and outstanding at September 30, 1999                          1,211                235
    Additional paid-in capital                                                         2,238,694          1,339,041
    Accumulated deficit during development stage                                      (2,377,110)        (1,390,233)
                                                                                   -------------       ------------
                  Total Stockholders' Deficit                                           (136,090)           (49,856)
                                                                                  --------------     --------------


Total Liabilities and Stockholders' Deficit                                        $     416,493       $    297,537
                                                                                   =============       ============
</TABLE>

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


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

                            STATEMENTS OF OPERATIONS
                  YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998



<S>                                                            <C>                  <C>             <C>

                                                                      2000               1999           1998
                                                                 ---------------     -------------   --------------

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

Product Development Costs
    Salaries and benefits                                              368,264            181,791            -
    Subcontractors                                                     138,586            446,628           196,867
    Other developmental costs                                           79,159            141,309           177,061
                                                                 -------------       ------------       -----------
                  Total Product Development Costs                      586,009            769,728           373,928
                                                                  ------------       ------------       -----------


General and Administrative Expenses
    Office                                                              90,223             38,971            12,388
    Marketing and sales                                                 53,803             32,827            58,981
    Professional services                                               89,378             29,937             2,700
    Occupancy                                                           39,325             14,909             5,903
    Depreciation and amortization                                       28,897             14,765             8,614
    Utilities and telephone                                             19,923             12,403             2,991
    Insurance                                                           17,487                 62            -
    Other                                                               38,745             12,409             5,571
                                                                --------------      -------------     -------------
                  Total General and Administrative
                      Expenses                                         377,781            156,283            97,148
                                                                 -------------       ------------      ------------

                  Total Costs and Expenses                            (963,790)          (926,011)         (471,076)

Other Income                                                             2,909              5,124             2,750
                                                                --------------     --------------     -------------

Loss before Income Taxes                                              (960,881)          (920,887)         (468,326)

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

Net Loss                                                            $ (960,881)        $ (920,887)       $ (468,326)
                                                                    ==========         ==========        ==========

Dividends, Preferred Stock                                              15,320              1,020                -
                                                                 =============      =============    ==============

Loss Available to Common Stockholders                               $ (976,201)        $ (921,907)       $ (468,326)
                                                                    ==========         ==========        ==========

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


Average Common and Common Equivalent
   Shares Outstanding                                               11,081,362         10,558,840         7,556,726
                                                                    ==========         ==========       ===========

</TABLE>

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

                                      F-4

<PAGE>
<TABLE>
<CAPTION>


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


                            STATEMENTS OF CASH FLOWS
                  YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998


<S>                                                                <C>                <C>                <C>

                                                                       2000             1999               1998
                                                                  -------------     -------------      -------------

Cash Flows from Operating Activities
    Net loss                                                         $(960,881)        $(920,887)         $(468,326)
    Noncash items included in net loss
        Depreciation                                                    15,772             4,765              2,364
        Amortization                                                    13,125            10,000              6,250
        Contributed services                                            -                350,310             -
    Changes in assets and liabilities
        Decrease (Increase) in
        Inventory                                                      (60,853)            3,158           (122,448)
        Accounts receivable - other                                    (17,615)           (5,599)            (2,434)
        Prepaid expenses                                                68,013            24,429           (104,700)
    Increase (Decrease) in
        Accounts payable                                                71,183            47,429             10,780
        Preferred dividend payable                                      14,300                 -                  -
        Due to officers and employees                                  127,207           148,164             65,000
        Deferred revenue                                                (7,500)           25,000             50,000
                                                                  ------------      ------------       ------------
                  Net Cash Used by Operating Activities               (737,249)         (313,231)          (563,514)
                                                                    ----------        ----------         ----------

Cash Flows from Investing Activities
    Purchase of equipment and software                                (100,042)          (13,120)           (21,414)
    Purchase of technology license                                     (37,500)                -            (50,000)
    Purchase of other assets                                                -               (500)            (6,500)
                                                                  ------------      ------------       ------------
                  Net Cash Used by Investing Activities               (137,542)          (13,620)           (77,914)
                                                                    ----------        ----------        -----------

Cash Flows from Financing Activities
    Proceeds from sales of common stock                                314,996           163,465            635,402
    Deferred offering costs                                                  -            12,850            (15,850)
    Proceeds from sales of preferred stock                             585,647           141,000             -
    Dividends paid                                                     (25,996)           -                  -
    Convertible loan                                                        -                 -              50,000
                                                                 -------------      ------------        -----------
                  Net Cash Provided by Financing Activities            874,647           317,315            669,552
                                                                   -----------        ----------         ----------

Net Increase in Cash and Cash Equivalents                                 (144)           (9,536)            28,124

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

Cash and Cash Equivalents, end of year                             $    18,644        $   18,788         $   28,324
                                                                   ===========        ==========         ==========

Non Cash Financing Activities
    Dividends converted to preferred stock                         $    34,637      $      1,020       $         -
                                                                   ===========      ============       ============

    Convertible loan satisfied by issuance of stock               $         -        $    50,000       $         -
                                                                  ============       ===========       ============


</TABLE>

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

                                      F-5

<PAGE>


<PAGE>
<TABLE>
<CAPTION>


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

                                       STATEMENTS OF STOCKHOLDERS' EQUITY
                                  YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998


<S>                                               <C>             <C>            <C>                <C>          <C>

                                                                       Cumulative      Additional
                                                            Common     Preferred       Paid in            Accumulated
                                             Shares          Stock     Par             Capital            Deficit         Totals
                                           ------------    ----------  -------------   -------------  --------------    ------------
Balance, September 30, 1997                        200     $   -       $        -      $      200   $           -     $         200
Exchange of shares, issuance of new
    shares, May 12, 1998                     9,999,800          1,000           -            (200)              -               800
Sale of common stock at $.50 per share         200,000             20           -          99,980               -           100,000
Sale of common stock at $2.75 per share        168,737             17           -         384,585               -           384,602
Sale of common stock at $2.00 per share         75,000              7           -         149,993               -           150,000
Net loss, year ended September 30, 1998              -              -           -               -        (468,326)         (468,326)
                                           -----------     ----------  ----------   -------------     ------------       -----------
Balance, September 30, 1998                 10,443,737          1,044           -         634,558        (468,326)          167,276
                                            ----------        -------     -------    ------------     ------------      ------------

Sale of common stock at $2.75 per share         65,244              7           -         163,458               -           163,465
Loan converted to stock                        250,000             25           -          49,975               -            50,000
Sale of cumulative Preferred stock at $6
    per share                                        -              -         235         140,765               -           141,000
Contributed services                           252,387             25           -         350,285               -           350,310
Dividend, cumulative Preferred shares                -              -           -               -          (1,020)           (1,020)
Net loss, year ended September 30, 1999              -              -           -               -        (920,887)         (920,887)
                                           -----------    -----------  ----------   --------------    ------------       -----------
Balance, September 30, 1999                 11,011,368          1,101         235       1,339,041      (1,390,233)          (49,856)
                                            ----------        -------     -------     ------------    ------------      ------------

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

</TABLE>


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

                                      F-6

<PAGE>



                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999



1.       NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Company and Purpose

         World Wide Video,  Inc. (the  Company) was organized  under the laws of
         the  Commonwealth  of Virginia on July 16, 1997. On April 9, 1998,  the
         Company  was  reincorporated  in the  State of  Colorado.  The  Company
         intends to design and manufacture technology and products for the video
         telephony  market.  The  principal  activities  of  the  Company  since
         inception have been raising  capital,  conducting  research and product
         development.  The  Company  conducts  its  operations  from  offices in
         Culpeper, Virginia.

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

         Development Stage Enterprise

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

         Financial Statement Estimates

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

         Financial Instruments

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

         Cash and Cash Equivalents

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

         There were no income  taxes or  interest  paid  during the years  ended
         September 30, 2000, 1999, or 1998.


                                      F-7


<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999



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

         Inventory

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

         Property and Equipment

         Property and equipment are recorded at cost and depreciated  over their
         estimated useful lives.

         Leases  which meet certain  specified  criteria  are  accounted  for as
         capital assets and liabilities,  and those not meeting the criteria are
         accounted for as operating leases.

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

         Depreciation  expense for the year ended September 30, 2000 was $15,772
         and for the year ended September 30, 1999 was $4,765 and $2,364 for the
         year ended September 30, 1998.

         Technology Licenses

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

         Amortization  expense for the year ended September 30, 2000 was $13,125
         and for the year ended  September 30, 1999 was $10,000,  and $6,250 for
         the year ended September 30, 1998.

         Deferred Offering Costs

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

         Deferred Revenue

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


                                      F-8

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999


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

         Income Taxes

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

         Temporary  differences consist of the difference in financial statement
         and income  tax bases for  accounting  for start up and  organizational
         costs.  Deferred  income  taxes  related to an asset or  liability  are
         classified as current or noncurrent bases on the  classification of the
         related  asset or  liability.  Deferred  tax  assets  related to losses
         accumulated  during  the  development  stage  have  been  reduced  by a
         corresponding valuation allowance as of September 30, 2000 and 1999.

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

         Net Loss Per Share

         Basic net loss per share is computed by dividing net loss  available to
         common  stockholders  (numerator)  by the  weighted  average  number of
         common shares  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. In 1999 the
         Company concluded a private  securities  offering,  which it has raised
         $798,067,  net of offerings costs of $94,574. As of September 30, 2000,
         the Company has raised  $692,010 in a  preferred  stock  offering.  The
         Company has also raised $315,000 through a private placement agreement.
         (See Note 5).  Additional  funds will be raised through similar private
         offerings,  which  in  Management's  opinion  will  provide  sufficient
         capital  resources to complete current product  development and initial
         product marketing.


                                      F-9

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999


3.       Prepaid Expenses and Fees

         Included in Prepaid Expenses at September 30 are the following:

                                                          2000          1999
                                                       ----------     ---------
                Deposit on inventory purchases            $12,450       $18,390
                Prepaid rent and commissions                5,312         5,850
                Trade shows and other                         346         6,381
                Custom engineering support deposit              -        20,000
                Deposit on DataBeam license                     -        17,500
                Prepaid marketing expenses                      -        18,000
                                                        ---------      --------
                                                          $18,108       $86,121
                                                          =======       =======

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, 2000 was $34,375.

         The Company  has  acquired a  technology  license at a cost of $50,000,
         from Analog  Devices,  Inc.,  that is being  amortized over a period of
         five years, the expected life of the agreement.  The license  agreement
         permits the Company to use certain  proprietary  reference  designs and
         software  in the  development  of  video  telephony  products.  The net
         carrying  value of the license at September 30, 2000 was $23,750 and at
         September 30, 1999, the carrying value was $33,750.

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

5.       Contributed Capital

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

         In March 1998,  the Company  entered  into an  agreement  in which they
         agreed to provide  250,000 shares of common stock at $0.20 per share in
         return for a convertible  loan,  provided  certain  conditions could be
         satisfied.  (See  Note 6).  The stock was  issued in  November  1998 in
         satisfaction of the $50,000 loan.

         In fiscal year 1998, the Company sold 200,000 shares of common stock at
         $0.50 per share, and 75,000 shares at $2.00 per share.


                                      F-10

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999



5.       Contributed Capital (continued)

         In April  1998,  the  Company  commenced  a private  offering  in which
         233,981  common shares at $2.75 per shares were sold.  After  deducting
         costs of  $95,300,  the Company  realized  proceeds  of  $548,067.  The
         offering  was  concluded  on April 6,  1999.  In  connection  with this
         offering, 70,274 warrants entitling the holder to purchase one share of
         common  stock at $2.75  were  issued  with the sale of the last  70,274
         shares. For the year ended September 30, 1999, stock sale proceeds from
         this  offering  amounted to $163,465 net of offering  costs of $15,956.
         For the year ended  September  30, 1998,  stock sale proceeds from this
         offering amounted to $384,602 net of offering costs of $79,425

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

         In  April,  2000 the  Board of  Directors  of World  Wide  Video,  Inc.
         accepted  an  offer  to sell  5,786,400  common  shares  for a total of
         $11,769,400  to an outside  investor,  via a private  placement.  As of
         September 30, 2000,  140,000  common shares,  at $2.25 per share,  have
         been  issued  under this  agreement.  Completion  of the  agreement  is
         dependent upon the cash flow of the outside investor.

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

6.       Convertible Debt

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


                                      F-11

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999



7.       OPERATING LEASE

         The Company  leases  office  space in Culpeper,  Virginia,  under three
         lease agreements. Two of the lease agreements are month-to-month with a
         combined  monthly  rent is $2,000.  The third lease  agreement is for a
         term of one year  expiring  April 30,  2001,  monthly  rent is  $1,100.
         Future  minimum lease  payments  total $4,550 as of September 30, 2000.
         Rent  expense was  $32,360,  $8,062 and $1,950,  respectively,  for the
         years ended September 30, 2000, 1999 and 1998.

8.       Related Parties

         A  majority  stockholder  is a  member  of the  Board of  Directors  of
         DataPower, Inc. (See Notes 4, 5 and 6).

         A Director of the Company has been  engaged to assist in the raising of
         capital.  He is compensated  on the basis of a percentage  (from 2 to 5
         percent)  of  the  completed  transaction.   During  the  period  ended
         September  30,  1998,  he was paid  $23,435  under  this  contract.  In
         addition,  the same  Director has been prepaid  $18,000 under a product
         marketing  agreement.  During the year ended  September  30, 2000,  the
         prepayment was charged to expense.

         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
         $320,000  and  $175,000  remains  unpaid  at  September  30,  2000  and
         September 30, 1999, respectively.

9.       Commitments and Contingencies

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

         Raising Capital

         The Company has engaged several  consultants to assist in the effort to
         raise additional capital. Certain of these contracts require payment of
         fees calculated as a percentage of completed  transactions (see Notes 5
         and 8). Other contracts require compensation in the form of stock.

         Product Development

         The Company  entered into an agreement  with Analog  Devices,  Inc. for
         design  and  development  of two  videophone  chipsets.  The  agreement
         includes  non-refundable  commitment  fees of $250,000 for each chipset
         design,  development and transfer.  Implementation  of the agreement is
         dependent  upon  cash  flow of the  Company  and  approval  of  working
         prototypes.

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

         The Company has deferred $17,500 in nonrecurring  engineering  payments
         received in connection with product development contracts.


                                      F-12

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999



10.      Stock Options

         The Company has granted  stock options under a Stock Option Plan to key
         employees  for  valuable  services  to the  Company.  Under  the Plan a
         maximum of  1,000,000  shares may be granted.  The  Company  authorized
         1,000,000 shares and granted 128,000 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>

<S>                                                               <C>            <C>
                                                          Number of Shares     Option Price
                  Outstanding, September 30, 1999                       -          $   -
                  Granted                                         128,000            .10
                  Exercised                                             -              -
                  Canceled or expired                                   -              -
                                                                ---------         -------
                  Outstanding, September 30, 2000                 128,000          $ .10
                                                                  =======         =======

         The vesting period of the remaining options is as follows:

                  Vested and exercisable                                          10,000
                  September 30, 2001                                              32,000
                  September 30, 2002                                              32,000
                  September 30, 2003                                              32,000
                  September 30, 2004                                              22,000
                                                                                --------
                                                                                 128,000

</TABLE>

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



                                      F-13


<PAGE>


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

None



PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

              Name            Age          Position
              ----            ---          --------
         John G. Perry         54          President, and Director
         Frank A. Maas         55          Vice President of Engineering,
                                           Secretary, Treasurer,
                                           Chairman of the Board and Director
         Ronald P. Cropper     53          Director

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

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

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


ITEM 11.  EXECUTIVE COMPENSATION

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


There have been no activities in these areas to date:

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

<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON STOCK

The following sets forth  information with respect to the Company's Common Stock
beneficially  owned by each  Officer  and  Director,  and by all  Directors  and
Officers  as a  group.  There  are no  other  entities  that  own over 5% of the
11,151,368 outstanding shares of Common Stock as of 9/30/00.

<TABLE>
<CAPTION>

Officers and Directors

<S>       <C>                           <C>                                    <C>               <C>
Title     Name of                                                             Amount         Percent
  of      Beneficial                       Nature of                            of
Class     Owner                            Beneficial Ownership                Class
-----     --------------------             --------------------             -----------    -------------

Common    John G. Perry                 Founder, President, & Director         4,765,000         42.73%
          14327 Smith Road
          Culpeper, Virginia 22701

Common    Frank A. Maas                 Founder, Vice President, &             5,000,000         44.84%
                                        Chairman of the Board of Directors
          808 Culpeper Avenue
          Fredericksburg, Virginia 22405

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


                                                                             ------------    --------------
Officers and Directors as a group                                              9,775,000         91.40%

</TABLE>


<PAGE>


COMMON WARRANTS (non voting until exercised)

Officers and Directors

None

PREFERRED STOCK (closed 8/31/00, Regulation D Rule 506)

The following  sets forth  information  with respect to the Company's  Preferred
Stock beneficially owned by each Officer and Director,  and by all Directors and
Officers  as a  group.  All  other  entities  that  own  over 5% of the  121,114
outstanding shares of Preferred Stock as of 9/30/00 are included.

Officers and Directors

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

Preferred     Joseph Daniel     Investor               10,000            8.26%
              Box 1148
              Culpeper, Virginia 22701

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

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

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

                                                  -----------          --------
Other Entries as a group
                                                       34,640           28.60%

PREFERRED  WARRANTS  (non  voting  until  exercised  - $6.00 per  share  expires
8/13/01)

Officers and Directors

Title       Name of            Title                    Amount         Percent
 of         Beneficial         Nature of                  of
Class       Owner              Beneficial Ownership     Class
-----       -------------      --------------------    ---------       -------

None

                                                       ---------       -------
Officers and Directors as a group



<PAGE>

                                                             -              -
Other Entities

Warrants     Joseph Daniel     Investor                 20,000           8.26%
             Box 1148
             Culpeper, Virginia 22701

Warrants     Lionel Reilly     Investor                 12,210           5.04%
             20620 Corral Road
             Elkhorn, NE  68022

Warrants     Fred Windhorst    Investor                 20,402           8.42%
             16514 Safforn Circle
             Omaha, NE  68136

Warrants     John Warner       Investor                 16,668           6.88%
             400 Madison St., Apt. 2201
             Alexandria, VA  22314

                                                      --------          -------
Other Entries as a group
                                                        69,280          28.14%


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


PART IV

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

INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

<PAGE>


                        FINANCIAL STATEMENTS AND EXHIBITS

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

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

         2. Additional Financial Statement Schedules: None

         3. SK Exhibits (See Below)

         4. Supplemental Oil and Gas Information - None.


                                   SK EXHIBITS

         3.1  Articles of Incorporation of World Wide Video, Inc. (Colorado)*

         3.2  Bylaws of World Wide Video, Inc. (Colorado)*

         3.3  Articles of Incorporation of World Wide Video, Inc. (Virginia)*

         3.4  Bylaws of World Wide Video, Inc. (Virginia)*

      10.1.1  Agreement with National Executive Trade, Inc. (amended by 10.1.2)*

      10.1.2  Agreement with Data Power, Inc.*

        10.2  Share Exchange Agreement*

        23.1  Consent of Accountant (See Below)

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

<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.


December 20, 2000

                                          WORLD WIDE VIDEO, INC.


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




                                           Directors:



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




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



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




<PAGE>


                                  EXHIBIT 23.1

                              CONSENT OF ACCOUNTANT





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




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

We hereby  consent to the use of our report,  dated  November 30,  2000,  in the
Form10-KSB of World Wide Video,  Inc., as filed with the Securities and Exchange
Commission.



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

Fairfax, Virginia
December 20, 2000


               --------------------------------------------------
   3930 Walnut Street Fairfax, VA 22030-4790 (703) 385-8888 FAX (703) 385-3940
    E-Mail Address - tgc@tgccpa.com Home Page Address - http://www.tgccpa.com