WORLD WIDE VIDEO
10QSB, 2000-10-06
COMMUNICATIONS EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB


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


For Quarter Ended                                        Commission File Number
  June 30, 2000                                                 10-86519


                             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   X                      No
                         -----                       -----


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

11,337,768  Common  Shares Issued as of as of June 30, 2000.  70,274  Warrants @
$2.75,  expiration date of April 5, 2001, or 1 year after public trading begins,
whichever is later.

105,068  Preferred Shares Issued as of June 30, 2000.  210,136 Warrants @ $6.00,
expiration date of August 31, 2001.



<PAGE>



Part I: FINANCIAL INFORMATION


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

                                 BALANCE SHEETS

                      June 30, 2000 and September 30, 1999
                             (Stated in US Dollars)



                                                    June 30,    September 30,
                                                      2000           1999

                     ASSETS

CURRENT ASSETS
   Cash in banks                                    $ 139,610     $  18,788
   Cash on hand                                        12,000            -
   Accounts receivable                                  7,375         8,033
   Inventory                                          123,790       119,290
   Prepaid expenses                                    16,470        86,121
   Deferred offering costs                              3,000         3,000
                                                    ---------     ---------
          Total current assets                      $ 302,245     $ 235,232
                                                    ---------     ---------
PROPERTY AND EQUIPMENT
   Computer equipment                               $  79,804     $  20,866
   Furniture and fixtures                               1,100            -
   Software                                            13,668        13,668
                                                    ---------     ---------
                                                    $  94,572     $  34,534
   Less accumulated depreciation                       16,764         7,129
                                                    ---------     ---------
                                                    $  77,808     $  27,405
                                                    ---------     ---------
OTHER ASSETS
   Licenses, net of accumulated
        amortization                                $  61,406     $  33,750
   Artwork                                              2,445            -
   Deposits                                             1,150         1,150
   Travel advances                                      8,693            -
                                                    ---------     ---------
                                                    $  73,694     $  34,900
                                                    ---------     ---------
                                                    $ 453,747     $ 297,537
                                                    =========     =========



See Notes to Financial Statements.


<PAGE>


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

                                 BALANCE SHEETS

                      June 30, 2000 and September 30, 1999
                             (Stated in US Dollars)



                                                    June 30,    September 30,
                                                     2000           1999
                   LIABILITIES


CURRENT LIABILITIES
   Accounts payable                                 $   54,417     $  58,209
   Due to officers and employees                       369,769       213,164
   Deferred revenue                                     67,500        75,000
   Preferred dividends payable                           5,029         1,020
   Accrued stock                                        69,250           --
                                                     ---------     ---------
      Total current liabilities                     $  565,965     $ 347,393
                                                     ---------     ---------

              STOCKHOLDERS' EQUITY

Common stock, $.0001 par value, 100,000,000 shares
   authorized; 11,337,768 issued and outstanding
        at June 30, 2000 and 11,106,900 at September
        30, 1999                                     $   1,134    $    1,101
Preferred stock, $.01 par value, 10,000,000
   shares authorized, 105,068 and 23,500 issued
   and outstanding, respectively                         1,051           235
Additional paid in capital                           2,561,963     1,339,041
Deficit accumulated during the development stage    (2,156,966)   (1,390,233)
                                                    ----------    ----------
                                                    $ (407,182)   $  (49,856)
                                                    ----------    ----------
                                                    $  973,147    $  297,537
                                                    ==========     =========




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, 2000 and 1999 and from July 16, 1997
                      (Date of Inception) to June 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)

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

                                                                       Cumulative
                                                                       from
                             Three months         Nine Months          July 16, 1997
                                  ended           ended                Date of
                                                                       Inception)
                                 June 30,             June 30,         to June 30,
                             2000        1999     2000       1999      2000
                             ----        ----     ----       ----      ----

SALES                     $    --     $    --   $  --      $   --     $       --
                          --------    --------  -------    -------     ----------
PRODUCT DEVELOPMENT COSTS
   Salaries               $ 103,682   $ 60,000  $ 288,271  $ 120,000  $   470,062
   Subcontractors           109,797      1,061    130,522     62,660      774,017
   Other development costs   41,493     11,398    103,513     29,726      421,883
                          ---------   ---------  ---------  --------   ----------
                          $ 254,972   $ 72,459  $ 522,306  $ 212,386  $ 1,665,962
                          ---------   ---------  ---------  --------   ----------

 OPERATING EXPENSES
   Office                 $  11,239    $30,239  $  22,684  $  44,900  $    74,042
   Marketing and sales       12,035      1,798     35,745     22,274      127,553
   Legal and
      professional           11,179        665     67,652     17,200      100,289
   Occupancy                 14,538      3,147     31,430     11,243       52,243
   Utilities and
      telephone               5,691      2,489     13,171      8,489       28,564
   Depreciation              10,490      3,691     19,480     11,073       42,858
   Other                     36,630      2,851     42,083      7,409       60,124
                          ---------   --------   ---------  --------   ----------
                          $ 101,802   $ 44,880  $ 232,245  $ 122,588  $   485,673
                          ---------   --------   ---------  --------   ----------

Net operating loss        $(356,774) $(117,339) $(754,551) $(334,974) $(2,151,635)

OTHER INCOME                    --         --       3,051      5,114       10,915

FINANCIAL INCOME AND EXPENSE
   Interest income              --          10         --         10           10
   Interest expense            ( 42)       --        (168)        --         (167)
                           ---------  ---------  ---------  --------   ----------

Net loss                  $(356,816) $(117,329) $(751,668)$ (329,850) $(2,140,877)
                           ========= ==========  ========  =========   ==========

Net loss per share        $    (.03) $    (.02)  $    (.07)$    (.06) $      (.20)
                          ========== ==========  ========== ========= ===========
Weighted average number
of common shares
outstanding              11,011,368   5,620,099  11,011,368 5,620,099  11,011,368
                         ===========  =========  ========== =========  ==========

</TABLE>


<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, 2000
                                             (Stated in US Dollars)
                                                   (Unaudited)

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

                                                                     Accumulated
                                                         Cumulative  Additional Deficit During
                                        Common Stock     Preferred   Paid In    Development
                                            Shares       Amount       Par       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                       315,250         32       --       213,433           --    213,465

Sale of preferred stock                         --         --      235       140,765           --    141,000

Contributed services                       252,381         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)


</TABLE>

<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, 2000
                                                        (Stated in US Dollars)
                                                              (Unaudited)


<S>                               <C>             <C>       <C>      <C>        <C>          <C>
                                                                                  Accumulated
                                                         Cumulative  Additional  Deficit During
                                       Common Stock       Preferred   Paid In    Development
                                    Shares       Amount       Par     Capital       Stage       Total
                                    ------       ------    -------   ---------      -----      -------
Sale of common stock                 95,556           10        --     214,990          --      215,000

Sale of preferred stock                 --          --       816       488,555          --      489,371
(105,068 shares)

Dividend, cumulative preferred shares   --          --        --           --       (15,065)    (15,065)

Net loss, nine months ended June 30,
  2000                                  --          --        --           --      (751,668)   (751,668)
                                  ----------      ------    ------    ---------   ---------  ----------
Balance, June 30                  11,337,768      $1,111    $1,051   $2,042,586 $(2,156,966) $( 112,218)
                                  ==========      ======    ======    =========   ==========  ==========


</TABLE>

                       See Notes to Financial Statements




<PAGE>
<TABLE>
<CAPTION>


                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                For the Nine Months Ended June 30, 2000 and 1999
             and July 16, 1997 (Date of Inception) to June 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)

<S>                                         <C>          <C>          <C>
                                                                        Cumulative for
                                                                        July 16, 1997
                                                                          (Date of
                                               Nine months ended          Inception)
                                            June 30,      June 30,        to June 30,
                                             2000           1999             2000
                                             ----           ----         -----------

CASH FLOWS FROM OPERATING ACTIVITIES

 RECONCILIATION OF NET LOSS TO NET
   CASH USED IN OPERATING ACTIVITIES
     Net loss                               $(751,668)   $(329,850)    $ (2,140,877)
     Adjustments to reconcile net
      loss to net cash used in operating
       activities:
         Depreciation and amortization         19,480       11,073           42,858
         Change in assets and liabilities:
            Accounts receivable                   657       (5,602)         ( 7,376)
            Inventory                          (4,500)     (22,062)        (123,790)
            Prepaid expenses                   69,651       19,750          (16,470)
            Deposits                              --            --           (1,150)
            Deferred charges                      --       (10,850)          (3,000)
            Loans to shareholders              (8,693)          --           (8,693)
            Accounts payable                   (3,792)     (15,780)          54,417
            Salaries payable                  156,605      120,000          369,769
            Deferred revenue                   (7,500)      10,000           67,500
            Convertible loan                      --        50,000             --
            Accrued stock                      69,250           --           69,250
                                              ---------    ---------     -----------
              Net cash used in operating
                activities                  $(460,510)   $(251,621)   $  (1,697,562)
                                             ---------    ---------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of equipment and software   $ (60,038)   $ ( 3,237)   $    (94,572)
       Purchase of licenses                   (37,500)          --         (87,500)
       Purchase of artwork                    ( 2,445)          --         ( 2,445)
                                             ---------    ---------    ------------
               Net cash used in investing
                 activities                 $ (99,983)   $ ( 3,237)   $   (184,517)
                                             ---------     --------    ------------

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



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

                            STATEMENTS OF CASH FLOWS

                For the Nine Months Ended June 30, 2000 and 1999
             and July 16, 1997 (Date of Inception) to June 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)

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

                                                                        Cumulative for
                                                                        July 16, 1997
                                                                          (Date of
                                                Nine months ended         Inception)
                                            June 30,      June 30,        to June 30,
                                             2000           1999             2000
                                             ----           ----         -----------
CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from issuance of
         common stock                       $ 215,000    $ 229,429      $  1,933,776
       Proceeds from issuance of
         preferred stock                      489,373          --            630,371
       Dividends paid                         (11,058)         --            (11,058)
                                             ---------    ---------      -----------
               Net cash provided by
                 activities                 $ 693,315    $ 229,429      $  2,553,089
                                             ---------    --------      ------------

       Net increase (decrease) in cash      $  132,822   $ (25,429)      $   671,010

CASH
      Beginning                                 18,788      28,324               --
                                             ---------    ---------      -----------

      Ending                                $  151,610   $   2,895      $    671,010
                                             =========    ========      ============




</TABLE>





See Notes to Financial Statements


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                             (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, 1999 audited financial  statements
           and notes thereto.

    Note 2.   Nature and Continuance of Operations

                World Wide  Video,  Inc.,  was  organized  under the laws of the
                Commonwealth  of Virginia on July 16, 1997. On April 9, 1998, he
                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 $2,156,966 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, 2000, the Company had sold 11,337,768
                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 decided to raise additional  required working capital by
                a Regulation D Rule 506 offering of preferred  stock. As of June
                30, 2000, the Company had sold 105,068 shares of preferred stock
                at $6.00 per share, for a total of $630,400.


<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)


                In addition to selling  preferred  stock, 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.


 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 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.



<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)


                    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.

           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.


<PAGE>




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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)


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

                                              Three Months        Nine Months
                                                 Ended               Ended
                                             June 30, 2000       June 30, 2000
          Numerator:
              Net loss plus preferred
                dividends                       $(363,267)        $(766,737)
          Denominator
              Weighted average shares
              outstanding                      11,011,368        11,011,368
          Basic and diluted EPS                 $    (.03)        $    (.07)


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, 2000.

                Technology Licenses
                      The   Company   capitalizes   technology   licenses   when
                      purchased.  Technology  licenses  are carried at cost less
                      accumulated  amortization.  Amortization  is  taken on the
                      straight line basis over the estimated  useful life of the
                      licenses.  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 no 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 $3,000  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.


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)


                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, 2000 consist of the following:

                    Prepaid inventory                                    $12,450
                    Commissions                                            3,156
                    Other                                                    864
                                                                         -------
                                                                         $16,470
                                                                         =======
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, 2000 was $26,250.

                In June, 2000, the Company acquired a second technology  license
                from Databeam  Corporation for $37,500.  The license permits the
                Company to use  certain  software  programs  for the  purpose of
                creating enhanced software products.  The license expires at the
                end of three years and is being  amortized over that period.  As
                of June 30,  2000,  the net  carrying  value of the  license was
                $35,156.

                In connection with a private  securities  offering,  the Company
                has deferred  costs of $3,000  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 March,  1998, the Company entered into an agreement in
                which they agreed to provide  250,000  shares of common stock at
                $.20 per  share  in  return  for a  convertible  loan,  provided
                certain  conditions  could be  satisfied.  In April,  1998,  the
                Company sold


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)


                    200,000 shares of common stock at $.50 per share, and 75,000
                    shares at $2.00 per share.

                In April  1998,  the  Company  commenced  a private  offering of
                315,250 common shares at $2.75 per share.  After deducting costs
                of $94,574,  the Company  realized  proceeds  of  $798,070.  The
                offering was concluded on April 6, 1999. In connection with this
                offering,  70,274 warrants  entitling the holder to purchase one
                share of common  stock at $2.75 were issued with the sale of the
                last 70,274 shares. Those warrants must be exercised by April 5,
                2001.

                In July  1999,  the  Company  commenced  a private  offering  of
                150,000 cumulative preferred shares at $6.00 per unit. Each unit
                included one share of cumulative  preferred stock and 2 warrants
                entitling the holder to purchase a share of cumulative preferred
                stock at $6.00 per share.  The preferred  stock earns a dividend
                at the rate of 6% per annum, payable  semi-annually.  As of June
                30,  2000,  the Company  had sold  105,068  shares of  preferred
                stock.  Upon  conclusion  of the  offering,  the  holders of the
                preferred  shares will be offered two shares of common stock for
                each share of cumulative preferred stock and must exercise those
                warrants within one year. At the close of the private  offering,
                each cumulative  preferred share is convertible into 2 shares of
                common stock.

                During the year ended  September 30, 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.

                In April,  2000,  the Company  entered into an  agreement  for a
                private  sale of common  stock.  The  agreement  was  revised in
                August,  2000. The Company  agreed to sell  5,786,400  shares of
                common stock at $2.25 per share for a total of  $13,019,400,  to
                be  received in three  installments.  As of June 30,  2000,  the
                Company had received a portion of the first  installment  in the
                amount of $215,000.  The balance of the first installment in the
                amount of $519,400 and the second  installment  in the amount of
                $1,035,000 are due by August 25, 2000. The third  installment in
                the amount of  $11,250,000  is due by September  29, 2000. As of
                September 11, 2000, the remainder of the first  installment  and
                the second installment had not been received.

Note 7.  Convertible Debt
                    On March 14,  1998,  the Company  entered  into an agreement
                    with a  Canadian  company  (Datapower,  Inc.) to  receive  a
                    $50,000  (non-interest  bearing) loan. The Canadian  company
                    agreed to accept


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)


                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 in Canada 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. The Company has made security  deposits of $1,150.
                Rent expense was $10,650 for the quarter ended June 30, 2000.

Note 9.  Related Parties
                A majority  stockholder is a member of the Board of Directors of
                DataPower,  Inc. (Note 7) 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 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 three  months  ended June 30, 2000,  the  President  and the
                Vice-President  of Engineering each earned $27,692 under each of
                these agreements,  for a total of $55,384.  As of June 30, 2000,
                $315,769  remains unpaid for accrued  salaries.  During the year
                ended  September 30, 1998,  they earned  $180,000  under earlier
                agreements,  of which $8,000 remains unpaid at June 30, 2000 and
                $35,000 remained unpaid at September 30, 1999.

                In  January,  2000,  the  Company  entered  into  an  employment
                agreement with a stockholder for the position of  Vice-President
                of Sales and  Marketing.  For the quarter  ended June 30,  2000,
                salary  expense for this  position was  $16,615.  As of June 30,
                2000, $46,000 remains unpaid for accrued salaries.

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


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)


                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.  As of June 30,  2000,  the
                company  had  $69,250  in common  stock due to  individuals  for
                services rendered.

                Product Development:

                Under an agreement to develop certain products,  the Company has
                deferred  revenue of $67,500  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.

                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.



<PAGE>



           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2000

                The Company  earned no revenues  for the period in 2000 or 1999,
                due to  products  still  being  in the  development  stage.  The
                Company has  incurred  expenses of $356,774 and $117,339 for the
                three month periods ended June 30, 2000 and 1999,  respectively.
                The major  increases in expenses were salaries and other product
                development  costs.  Salaries  increased  to  $103,682  for  the
                quarter  ended June 30, 2000,  up from  $60,000  during the same
                quarter  in 1999.  Subcontractors  and other  development  costs
                increased  from  $12,459  in 1999 to  $151,290  in the period in
                2000. Both of these increases were due to increased  emphasis on
                completing  the  product  development  stage  and the  need  for
                additional  employees and  contractors  in order to do so. Total
                production  costs  increased to $254,972  for the quarter  ended
                June 30, 2000, up from $72,459 for the same quarter in 1999.

                Occupancy  expenses  increased from $3,147 to $14,538 due to the
                need for  additional  office space to house the extra  employees
                hired.  In line  with  this  increase  was the  increase  in the
                related utilities,  which were $5,691 for the quarter ended June
                30,  2000 as  compared  to $2,489  for the same  quarter  in the
                previous  year. In an effort to promote the  Company's  upcoming
                product,  marketing  expenses  increased  from $1,798 in 1999 to
                $12,035 for the same quarter in 2000.  During the quarter  ended
                June 30,  2000,  the  Company  recognized  a bad debt of $18,000
                (reported in other  expenses).  This was the result of marketing
                expenses  paid in advance that the Company no longer  expects to
                receive  services for. Total operating  expenses  increased from
                $44,880 for the quarter  ended June 30, 1999 to $101,802 for the
                quarter ended June 30, 2000.

                Net losses for the  quarters  ended June 30,  2000 and 1999 were
                $356,816 and $117,329,  respectively.  Loss per share was ($.03)
                in the period in 2000  compared to ($.02) in the period in 1999.
                The losses are  expected to  continue  until  adequate  business
                income  from  product  sales can be  achieved.  The  Company has
                obtained  additional  capital to cover operating  expenses until
                product sales begin.

RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED JUNE 30, 2000

                For the nine months ended June 30, 2000,  salaries  increased to
                $288,271, up from $120,000 for the same period in 1999. Payments
                to  subcontractors  also  increased  from  $62,660  for the nine
                months  ended June 30, 1999 to  $130,522  for the same period in
                2000. In addition, other development costs increased to $103,513
                from $29,726 in 1999. Total product  development costs increased
                approximately  $310,000  in 2000 from the nine  month  period in
                1999.

<PAGE>

                Likewise,  operating  expenses  also  increased  in 2000.  Total
                operating  expenses were $232,245 for the nine months ended June
                30,  2000,  as compared to $122,587 for the same period in 1999.
                This increase was due primarily to increased  occupancy expenses
                and professional fees.  Occupancy expenses increased to $31,430,
                in 2000, up from $11,243 in 1999.  This increase was essentially
                due to the need for  expanded  facilities  to house the  growing
                number of employees  within the Company.  Legal and professional
                fees  increased  from  $17,200 in 1999 to $67,652 in 2000.  This
                increase was due to the need to hire additional professionals to
                comply  with  required  filings.  Marketing  expenses  increased
                approximately  $13,500  in  2000  due to  increased  efforts  at
                promoting the Company's product.

                The total net losses for the nine months ended June 30, 2000 and
                1999 were  $751,668  and  $329,850,  respectively.  The loss per
                share for the period was ($.07) in 2000 and ($.06) in 1999.

                LIQUIDITY AND CAPITAL RESOURCES

                The trend of operating  losses will continue at the current rate
                in  future  quarters  until  a  fully   marketable   product  is
                completed,  and the Company achieves  significant sales, neither
                of which can be assured.

                As of June 30, 2000,  the Company had $151,610 in cash  capital.
                An investor  agreed to purchase  shares and paid $215,000  under
                the agreement  and agreed to purchase an  additional $12,785,000
                (approximately) in common stock @ $2.25 per share.  However, the
                agreement  is in  default,  has  been  renegotiated,  and  it is
                uncertain  whether the  additional  stock purchase will be made.
                The cash on hand is sufficient for limited operations, but based
                on prior  operations,  the cash  will  only  last for a  limited
                period in the third quarter. The Company has $565,965 in current
                liabilities  and only  $302,245 in current  assets.  In order to
                continue  its  business  plan,  the  Company  urgently  needs to
                achieve additional equity capitalization, or it will not be able
                to continue in business.

                The Company will be reliant upon private  placements of stock or
                loans in order to continue operations until product sales can be
                achieved.  The Company has made several  private  placements  of
                stock in order to fund future operations until product sales can
                begin and will continue to seek private placements of stock.



<PAGE>



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

                           PART II - OTHER INFORMATION

Item 1.  Litigation - None

Item 2. Change in Securities - The Company has sold a total of 105,068 preferred
units for proceeds of $630,400.  The preferred  units consisted of one preferred
share and two  warrants to purchase  preferred  shares @ $6.00 per share,  which
expire August 31, 2001.

            The  Company  relied  upon  Sections  4(2),  4(6),  and  Rule 506 as
exemptions  to  registration  under the  Securities  Act of 1933 in the  private
placement of preferred stock.

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.


<PAGE>


                                   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.

Dated:  September 20, 2000

                                                  World Wide Video, Inc.

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




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