WORLD WIDE VIDEO
10QSB/A, 2000-07-21
COMMUNICATIONS EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                  FORM 10QSB/A

                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                         For Quarter Ended June 30, 1999

                        Commission File Number: 0-26235

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

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


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

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


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

                            YES ___         NO X

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

10,911,368  Common  Shares Issued as of as of June 30, 1999.  70,274  Warrants @
$2.75, expiration date of April 5, 2001.


<PAGE>
                          PART 1. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

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

                                 BALANCE SHEETS

                      June 30, 1999 and September 30, 1998
                             (Stated in US Dollars)
                                                       June 30,    September 30,
                                                         1999           1998
                                                       -------------------------
                                     ASSETS

CURRENT ASSETS
   Cash                                                 $   2,895     $  28,324
   Accounts receivable                                      8,036         2,434
   Inventory                                              144,510       122,448
   Prepaid expenses                                        52,800        66,700
   Deferred offering costs                                  5,000        15,850
                                                        ---------     ---------
          Total current assets                          $ 213,241     $ 235,756
                                                        ---------     ---------
PROPERTY AND EQUIPMENT

   Computer equipment                                   $  10,982     $   7,746
   Software                                                13,668        13,668
                                                        ---------     ---------
                                                        $  24,650     $  21,414
   Less accumulated depreciation                            5,937         2,364
                                                        ---------     ---------
                                                        $  18,713     $  19,050
                                                        ---------     ---------
OTHER ASSETS

   Technology license, net of accumulated
        amortization of $13,750                         $  36,250     $  43,750
   Deposits                                                   650           650
   Prepaid marketing fees                                  18,000        18,000
   Prepaid rent, non-current portion                           -          5,850
   Nonrecurring engineering fee, non-current portion       20,000        20,000
                                                        ---------     ---------
                                                        $  74,900     $  88,250
                                                        ---------     ---------
                                                        $ 306,854     $ 343,056
                                                        =========     =========

                       See Notes to Financial Statements
<PAGE>

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

                                 BALANCE SHEETS

                      June 30, 1999 and September 30, 1998
                             (Stated in US Dollars)
                                                       June 30,    September 30,
                                                         1999           1998
                                                       -------------------------

                                   LIABILITIES

CURRENT LIABILITIES

  Accounts payable                                     $  60,000     $  10,780
   Due to officers and employees                          120,000        65,000
   Deferred revenue                                        60,000        50,000
   Convertible loan                                           --         50,000
                                                        ---------     ---------
                                                        $ 240,000     $ 175,780
                                                        ---------     ---------
                              STOCKHOLDERS' EQUITY

Preferred stock, $.01 par value, 10,000,000
        shares authorized, none issued                  $    --       $    --
Common stock, $.0001 par value, 100,000 shares
       authorized; 10,911,368 issued and outstanding        1,094         1,044
Additional paid in capital                                863,937       634,558
Deficit accumulated during the development stage         (798,177)     (468,326)
                                                        ---------     ---------
                                                        $  66,854     $ 167,276
                                                        ---------     ---------

                                                        $ 306,854     $ 343,056
                                                        =========     =========


                       See Notes to Financial Statements

<PAGE>
<TABLE>
<CAPTION>
                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)

                             STATEMENTS OF OPERATIONS
            For the Three Months and Nine Months Ended June 30, 1999
                         and 1998 and from July 16, 1997
                      (Date of Inception) to June 30, 1999
                             (Stated in US Dollars)
                                   (Unaudited)
<S>                          <C>         <C>      <C>        <C>     <C>
                                                                     Cumulative from
                               Three months         Nine months       July 16, 1997
                                 ending               ending       (Date of Inception)
                                 June 30,            June 30,          to June 30,
                             1999        1998     1999       1998         1999
                             ----        ----     ----       ----         ----

SALES                     $      --   $    --    $    --    $    --    $    --
                          ---------   --------   --------   --------   --------
PRODUCT DEVELOPMENT COSTS
   Salaries               $  60,000   $     --   $120,000    $    --   $ 120,000
   Subcontractors             1,061     65,000     62,660     85,000     259,527
   Other development costs   11,398      9,811     29,726      9,811     206,787
                          ---------   ---------  ---------  ---------  ---------
                          $  72,459   $ 74,811   $212,386    $94,811   $ 586,314
                          ---------   ---------  ---------  ---------  ---------

 OPERATING EXPENSES
   Office                 $  30,239    $ 3,173   $ 44,900    $ 3,173   $  57,289
   Marketing and sales        1,798     37,116     22,274     41,116      81,255
   Legal and
      professional              665      1,910     17,200      1,910      19,900
   Occupancy                  3,147        887     11,242        887      17,146
   Utilities and
      telephone               2,489        481      8,489        481      11,481
   Depreciation               3,691        --      11,074         --      19,687
   Other                      2,851        459      7,410        479      12,979
                          ---------  ---------  ---------    --------  ---------
                          $  44,880  $  44,026  $ 122,589  $  48,046  $  219,737
                          ---------  ---------  ---------    --------  ---------

Net operating loss        $(117,339) $(118,837) $(334,975) $(142,857) $ (806,051)

OTHER INCOME                                --      5,114        569       7,864

FINANCIAL INCOME
   Interest income               10         --         10         --          10
                           ---------  ---------  ---------  ---------  ---------

Net loss                  $(117,329) $(118,837) $(329,851) $(142,288) $ (798,177)
                           =========  =========  =========  =========  =========

Net loss per share        $    (.02) $    (.02) $    (.06) $    (.03) $     (.15)
                          ========== ========== ========== ========== ===========
Weighted average number
of common shares
outstanding               5,620,099   5,179,726  5,620,099  5,179,726  5,179,726
                          ==========  ========== ========== ========= ==========
</TABLE>

                       See Notes to Financial Statements


<PAGE>
<TABLE>
<CAPTION>

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

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 For the Period July 16, 1997, Inception, to June 30, 1999
                                   (Stated in US Dollars)
                                         (Unaudited)

<S>                                <C>          <C>      <C>         <C>            <C>
                                                                      Accumulated
                                                         Additional  Deficit During
                                     Common Stock          Paid In    Development
                                   Shares       Amount     Capital      Stage       Total
                                   ------       ------    -------       -----       -----

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

Net loss, period ended
   September 30, 1997                   --           --        --           --         --
                                    -------       -------    -------    -------    -------
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, April 3,
  through September 8, 1998         443,737          44    634,558          --     634,602

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

Sale of common stock October 1,
  1998 through June 30, 1999         497,625         50    229,379           --    229,431

Net loss, October 1, 1998
  through June 30, 1999                  --          --         --      (329,851) (329,851)
                                  ----------     -------   --------    ---------  ---------
Balance, June 30, 1999            10,941,362      1,094    863,937      (798,177)   66,856
                                  ==========     =======   ========    =========  =========


                                    See Notes to Financial Statements

</TABLE>
<PAGE>
                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
            For the Nine Months Ended June 30, 1999 and 1998 and
               July 16, 1997 (Date of Inception) to June 30, 1999
                             (Stated in US Dollars)
                                   (Unaudited)

                                                                  Cumulative for
                                                                   July 16, 1997
                                                                        (Date of
                                            Nine months ended         Inception)
                                          June 30,      June 30,    to  June 30,
                                           1999           1998             1999
                                           ----           ----       -----------

CASH FLOWS FROM OPERATING ACTIVITIES

 RECONCILIATION OF NET LOSS TO NET
   CASH USED IN OPERATING ACTIVITIES
     Net loss                               $(329,851)   $(142,288)   $(798,177)
     Adjustments to reconcile net
      loss to net cash used in operating
       activities:

         Depreciation and amortization         11,074           --       19,687
         Change in assets and liabilities:
            Accounts receivable               ( 5,602)        (500)      (8,036)
            Inventory                         (22,062)      (3,931)    (144,510)
            Prepaid expenses                   19,750      (59,950)     (90,800)
            Deposits                             --           (650)        (650)
            Deferred charges                   10,850      (10,850)      (5,000)
             Accounts payable                 (15,780)        --         10,000
             Salaries payable                 120,000         --        120,000
            Deferred revenue                   10,000       50,000       60,000
            Convertible loan                  (50,000)        --         50,000
                                            ---------    ---------    ---------
              Net cash used in operating
                activities                  $(251,621)   $(168,169)   $(787,486)
                                            ---------    ---------    ---------


CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of equipment and software   $  (3,237)   $ (19,556)   $ (24,651)
       Purchase of technology license              --      (50,000)     (50,000)
                                             ---------    ---------    --------
               Net cash used in investing
                 activities                 $  (3,237)   $ (69,556)   $ (74,651)
                                              ---------    --------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from issuance of
         common stock                       $ 229,429    $ 250,000    $ 865,032
       Proceeds from note payable                 --        48,576         --
                                             ---------    ---------    ---------
               Net cash provided by
                 activities                 $ 229,429    $ 298,576    $ 865,032
                                             ---------    --------    ----------
       Net increase (decrease) in cash      $ (25,429)   $  60,851    $   2,895

CASH

      Beginning                                28,324         --           --
                                             ---------    ---------    ---------
      Ending                                $   2,895    $  60,851    $   2,895
                                             =========    ========    ==========

                       See Notes to Financial Statements



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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                             (Stated in US Dollars)
                                   (Unaudited)

NOTE 1. INTERIM REPORTING

     These financial  statements have not been audited or reviewed and have been
     prepared on a compilation  basis only. The statements have been prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     reporting  and with the  instructions  to Form  10-QSB of  Regulation  S-X.
     Accordingly,   these  financial  statements  do  not  include  all  of  the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete  financial  statements.  In  management's  opinion,
     these financial  statements  include all  adjustments  necessary to present
     fairly the financial  position,  result of  operations  and changes in cash
     flows  for  the  interim  period  presented.  It is  suggested  that  these
     financial  statements  be read in  conjunction  with the September 30, 1998
     audited financial statements and notes thereto.

NOTE 2. NATURE AND CONTINUANCE OF OPERATIONS

     World  Wide  Video,  Inc.,  which  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.
     These financial statements have been prepared on a going concern basis. The
     company has accumulated a deficit of $798,177 since inception.  Its ability
     to continue as a going concern is dependent upon the ability of the company
     to  generate  profitable  operations  in the  future  and/or to obtain  the
     necessary  financing  to meet its  obligations  and repay  its  liabilities
     arising from normal business operations when they come due.

     The Company's  continued  existence is dependent  upon its ability to raise
     additional funds to complete products in development. The Company conducted
     a private securities offering which closed April 6, 1999. At June 30, 1999,
     the Company had sold  10,911,368  shares of common stock at prices  ranging
     from $.50 to $2.75 per common share.

     After the completion of the above private securities offering,  the Company
     began pursuing private placements from other sources. Based on the analysis
     of funds available and funds required to complete the initial production of
     product and associated  productions  cost,  research and  development,  the
     Company  has  decided to raise  additional  required  working  capital by a
     Regulation D Rule 506 offering of preferred stock. In addition, the Company
     will issue stock to certain key individuals  for services  rendered in lieu
     of cash  payments.  In  management's  opinion,  such efforts should provide
     sufficient funds to continue operations for the next year.


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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                             (Stated in US Dollars)
                                   (Unaudited)

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A summary of significant accounting policies follows:

         Development Stage Company

               The  company  is  a  development  stage  company  as  defined  in
               Statement of Financial  Accounting  Standards  No. 7. The Company
               has elected early adoption of Statement of Position  98-5,  which
               requires  expensing  of costs of start-up  activities,  including
               organization  costs, as incurred.  All losses  accumulated  since
               inception   have  been   considered  as  part  of  the  company's
               development stage activities.

         Method of Accounting

               The  financial  statements  are presented on the accrual basis of
               accounting.  Under  this  method  of  accounting,   revenues  are
               recognized  when  they are  earned  as  opposed  to when  cash is
               actually  received.  Likewise,  expenses are recognized when they
               are incurred as opposed to when they are actually paid.

         Use of 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 disclosure of contingent assets and
               liabilities  as of the date of the financial  statements  and the
               reported  amounts of revenues and expenses  during the  reporting
               period. Actual results could differ from those estimates.

         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.

         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.


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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                             (Stated in US Dollars)
                                   (Unaudited)

NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

               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.

         Income Taxes

               The Company uses the liability  method of  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 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 non-current based on the  classification
               of the related asset or liability.

         Loss Per Share

               The  Company  has  adopted  Statement  of  Financial   Accounting
               Standards  (SFAS)  No.  128,  which  established   standards  for
               computing  and  presenting  earnings per share (EPS) for entities
               with   publicly  held  common   stock.   The  standard   requires
               presentation  of two categories of earnings per share,  basis EPS
               and diluted EPS.  Basic EPS excludes  dilution and is computed by
               dividing  income (loss)  available to common  shareholders by the
               weighted  average  number of common  shares  outstanding  for the
               year.  Diluted EPS reflects the  potential  dilutions  that could
               occur of securities or other contracts to issue common stock were
               exercised  or  converted  into  common  stock or  resulted in the
               issuance of common  stock that then shared in the earnings of the
               Company.   This   computation   excludes   securities  which  are
               antidilutive.

               The  following  table  sets  forth the  computation  of basic and
               diluted loss per share:

                                                  Three Months    Nine Months
                                                     Ended           Ended
                                                  JUNE 30, 1999   JUNE 30, 1999
                                                  -------------   -------------
                   Numerator:
                       Net loss                    $(117,329)      $(329,851)
                   Denominator
                       Weighted average shares
                       outstanding                 5,620,099       5,620,099
                   Basic and diluted EPS           $    (.02)      $    (.06)

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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                             (Stated in US Dollars)
                                   (Unaudited)

NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Fair Value of Financial Instruments

               The  carrying  value of cash,  accounts  receivable  and accounts
               payable approximates current fair value for the period ended June
               30, 1999.

         Technology License

               The  Company  capitalizes  technology  licenses  when  purchased.
               Technology   licenses  are  carried  at  cost  less   accumulated
               amortization.  The Company has purchased one  technology  license
               which  permits it  unlimited  access for an  unlimited  period of
               time.  Amortization is taken on the straight line basis over five
               years,  the  estimated  useful life of the  license.  The Company
               evaluates  recoverability  of its  intangible  assets as  current
               events or circumstances  warrant to determine whether adjustments
               are  needed to  carrying  values.  There  have been not  material
               adjustments to the carrying values of intangible assets resulting
               from these evaluations.

         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.  In connection
               with a private  securities  offering  (Rule 504), the Company has
               deferred   costs  of  $5,000   associated   with  certain  filing
               requirements  that  are  expected  to be  completed  in the  near
               future.  These charges will be netted against the proceeds of the
               offering when filings are completed.

         Deferred Revenue

               License  revenues are generally  recognized  upon delivery of the
               licensed  technology  to the  customer,  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 collections is probable.

NOTE 4.  PREPAID EXPENSES

     Prepaid expenses as of June 30, 1999 consist of the following:

                    Nonrecurring engineering fee, current portion        $30,000
                    Prepaid rent                                           7,800
                    Deposits on equipment                                 15,000
                                                                         -------
                                                                         $70,800

     The  nonrecurring  engineering fee is part of a $50,000 deposit with Analog
     Devices,  Inc., the Company's major supplier.  The remainder is included in
     other assets.

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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                             (Stated in US Dollars)
                                   (Unaudited)
NOTE 5.  OTHER ASSETS

     The Company has  acquired a technology  license at a cost of $50,000,  from
     Analog Devices,  Inc., that is being amortized over a period of five years.
     The  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 June  30,  1999 was
     $36,250.

     In connection with a private securities offering,  the Company has deferred
     costs of  $5,000  associated  with  certain  filing  requirements  that are
     expected to be completed in the near future.  These  charges will be netted
     against proceeds of the offering when filings are completed.

NOTE 6.  CONTRIBUTED CAPITAL

     In  connection  with the  re-incorporation  of the  Company,  the  original
     stockholders  received  10,000,000  shares of common  stock in exchange for
     their share of a predecessor  corporation.  The Company sold 200,000 shares
     of common  stock at $.50 per  share,  75,000  shares at $2.00 per share and
     636,362 shares at $2.75 per share, in a private offering of securities.  As
     of June 30,  1999,  after  deducting  costs of  $78,624,  the  Company  has
     realized  proceeds  of  $865,031.  Additional  costs of  $5,000  have  been
     deferred until  completion of certain filings and the close of the offering
     on April 6, 1999.

NOTE 7.  CONVERTIBLE DEBT

     On March 14, 1998,  the Company  entered into an agreement  with a Canadian
     company to receive a $50,000  (non-interest  bearing)  loan.  The  Canadian
     company  agreed to accept  250,000 shares of common stock of the Company in
     payment of the debt,  provided  the Company  could  deliver two  acceptable
     prototype  products  within three  months of the signing of the  agreement.
     Several  extensions  of  the  delivery   requirement  were  obtained.   The
     prototypes were delivered and accepted in November 1998. The Company issued
     250,000 shares of common stock in  satisfaction of the debt. The agreements
     also  granted  the  Canadian  company  an  exclusive  option to market  and
     manufacture these products until March 15, 2008.

NOTE 8.  OPERATING LEASE

     The Company  leases  office space in Culpeper,  Virginia,  under a two year
     lease agreement  commencing July 7, 1998 and expiring July 6, 2000. Monthly
     rent is $650.  The rent for the leased  premises is $15,600 for the term of
     the lease,  which the  Company  prepaid.  The  Company  has made a security
     deposit of $650.  Rent  expense was $1,950 for the  quarter  ended June 30,
     1999.

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                             (Stated in US Dollars)
                                   (Unaudited)
NOTE 9.  RELATED PARTIES

     A majority  stockholder is a member of the Board of Directors of DataPower,
     Inc.  (Note 6) In  addition,  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.  The same
     Director has also been prepaid $18,000 under a product marketing agreement.

     The two majority  stockholders  have employment  agreements which commenced
     January 1, 1999 and  continue  until  December  20,  2004.  The  agreements
     provide for annual salaries of $120,000.  During the nine months ended June
     30, 1999, the President and  Vice-President  of Engineering  earned $60,000
     each under  these  agreements,  for a total of  $120,000.  Of this  amount,
     $120,000 remains unpaid at June 30, 1999.

     During the year ended  September  30,  1998,  they  earned  $180,000  under
     earlier  agreements,  of which $60,000  remains unpaid at June 30, 1999 and
     $65,000 remained unpaid at September 30, 1998.

NOTE 10.  COMMITMENTS AND CONTINGENCIES

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

     Raising Capital:

     The  Company  has engaged  several  consultants  to assist in the effort to
     raise  additional  capital.  Certain of these contracts  require payment of
     fees calculated as a percentage of completed  transactions (see Notes 6 and
     9). Other  contracts  require  compensation  in the form of stock. No stock
     compensation has been earned as of June 30, 1999 and September 30, 1998.

     Product Development:

     Under an agreement to develop  certain  products,  the Company has deferred
     revenue of $60,000 pending achievement of contract  milestones.  Successful
     completion of contract  milestones will result in additional payments of up
     to $50,000.  The  Company has  experienced  delays in  completing  contract
     requirements. The contract is in default.

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

     Marketing and Technology Licenses:

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

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


<PAGE>
ITEM 2.

                  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED JUNE 30, 1999

     The  Company  earned no  revenues  for the  period in 1999 or 1998,  due to
     products  still being in the  development  stage.  The Company has incurred
     expenses of $334,975 and $142,857 for the nine month periods ended June 30,
     1999 and 1998,  respectively.  The  increase in expenses for the year ended
     June  30,  1999 is due in part to  increased  expenses  and in part to 1998
     being a short  year.  During the period  ended June 30,  1999,  the Company
     expanded its  facilities,  resulting in  increased  occupancy  expenses and
     utilities.  For the nine month period ended June 30,  1999,  occupancy  and
     utilities  were  approximately  $19,000 as compared  to $1,300.  During the
     period ended June 30, 1999, the company hired several employees,  resulting
     in salaries of $120,000  as compared to $0 the year  before.  In  contrast,
     marketing expenses decreased from $41,000 in 1998 to $22,000 in 1999 due to
     less emphasis on marketing and greater emphasis on product development. The
     Company also  recognized  depreciation  and  amortization  in the amount of
     $11,000  for the nine  months  ended  June 30,  1999  due to  purchases  of
     property and equipment. There was no depreciation for the nine months ended
     June 30,  1998.  Although the Company  generated  no revenues  from product
     sales, it did have other income from the sale of peripheral  items. The net
     amounts of these sales were $5,114 and $569 for the periods  ended June 30,
     1999 and 1998, respectively. The Company generated net losses of ($329,851)
     and ($142,288) for the periods ended June 30, 1999 and 1998,  respectively.
     The losses are expected to continue  until  adequate  business  income from
     product  sales  can be  achieved.  While the  Company  is  seeking  capital
     sources, there is no assurance that such sources can be found.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 1999

     The Company  earned no revenues for the third quarters of fiscal years 1999
     and 1998.  The Company  incurred  expenses of $117,339 and $118,837 and net
     losses of ($117,329) and ($118,837) for  the quarters  ended June  30, 1999
     and 1998, respectively.  Total product development and  operating  expenses
     remained  constant for the quarters ended June 30, 1999 and 1998.  Salaries
     increased to $60,000 from $0 for the same quarter in the prior year,  while
     marketing  decreased  to $1,800  from  $37,000  in the prior  year.  Office
     expenses increased nearly $27,000 due to increased  operations and expanded
     facilities.  As products near completion,  the amount of money expended for
     product  development has decreased since the project is now primarily labor
     intensive.  The Company  anticipates  that the losses will continue for the
     foreseeable future until the Company is able to achieve product sales which
     generates sufficient revenues to at least cover expenses.  Of course, there
     is no assurance that such an event will occur.

LIQUIDITY AND CAPITAL RESOURCES

     Working  capital as of June 30, 1999 was cash in the amount of $2,895.  The
     Company  will be required to borrow  funds or make  private  placements  of
     stock in order to fund future  operations.  No  assurance  exists as to the
     ability to acquire loans or make private placements of stock.  Beginning in
     July 1999, the Company began a private  placement of preferred stock. As of
     September 30, 1999, the private placement had generated $140,000 in working
     capital funds.

<PAGE>
                           PART II - OTHER INFORMATION


Item 1.  Litigation - None

Item 2.  Change in Securities - None

Item 3.  Defaults upon senior securities - None

Item 4.  Submission of matters to a vote of security holders - None

Item 5.  Other information - None

Item     6.  Exhibits and reports on Form 8-K - No reports were made on Form 8-K
         for the period for which this report is filed.

                                   SIGNATURES

Pursuant  to the  requirements  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 this 21st day of July, 2000.

                                             World Wide Video, Inc.


                                             --------------------------------
                                             John G. Perry, President



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