WORLD WIDE VIDEO
10QSB, 2000-08-16
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 March 31, 2000

                         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 X    NO ____

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

11,011,368  common shares issued as of as of March 31, 2000.  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
                      March 31, 2000 and September 30, 1999
                             (Stated in US Dollars)

                                                       March 31,   September 30,
                                                         2000           1999
                                                       -------------------------
                                     ASSETS

CURRENT ASSETS
   Cash                                                 $   3,813     $  18,788
   Accounts receivable                                     12,035         8,033
   Inventory                                              123,265       119,290
   Prepaid expenses                                        84,581        86,121
   Deferred offering costs                                  3,000         3,000
                                                        ---------     ---------
          Total current assets                          $ 226,694     $ 235,232
                                                        ---------     ---------
PROPERTY AND EQUIPMENT
   Computer equipment                                   $  31,117     $  20,866
   Furniture and fixtures                                   1,100            -
   Software                                                13,668        13,668
                                                        ---------     ---------
                                                        $  45,885     $  34,534
   Less accumulated depreciation                           11,118         7,129
                                                        ---------     ---------
                                                        $  34,767     $  27,405
                                                        ---------     ---------
OTHER ASSETS
   Technology license, net of accumulated
        amortization                                    $  28,750     $  33,750
   Deposits                                                 1,150         1,150
                                                        ---------     ---------
                                                        $  29,900     $  34,900
                                                        ---------     ---------
                                                        $ 291,361     $ 297,537
                                                        =========     =========

                       See Notes to Financial Statements
<PAGE>
                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                      March 31, 2000 and September 30, 1999
                             (Stated in US Dollars)

                                                       March 31,   September 30,
                                                         2000           1999
                                                       -------------------------
                                   LIABILITIES

CURRENT LIABILITIES
   Accounts payable                                     $  59,670     $  58,209
   Due to officers and employees                          311,576       213,164
   Deferred revenue                                        72,500        75,000
   Preferred dividends payable                              9,638         1,020
   Accrued stock                                           55,500           --
                                                        ---------     ---------
      Total current liabilities                         $ 508,884     $ 347,393
                                                        ---------     ---------

                              STOCKHOLDERS' EQUITY

Common stock, $.0001 par value, 100,000 shares
       authorized; 11,011,368 issued and outstanding    $   1,101    $    1,101
Preferred stock, $.01 par value, 10,000,000
        shares authorized, 62,800 and 23,500 issued
        and outstanding, respectively                         628           235
Additional paid in capital                              1,574,448     1,339,041
Deficit accumulated during the development stage       (1,793,700)   (1,390,233)
                                                        ---------    ----------
                                                        $(217,523)   $ (49,856)
                                                        ---------    ----------
                                                        $ 291,361     $ 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 Six Months ended March 31, 2000
                         and 1999 and from July 16, 1997
                      (Date of Inception) to March 31, 2000
                             (Stated in US Dollars)
                                   (Unaudited)
<S>                          <C>         <C>     <C>         <C>    <C>
                                                                      Cumulative from
                               Three months          Six Months        July 16, 1997
                                  ended                ended        (Date of Inception)
                                March 31,             March 31,          to March 31,
                             2000        1999     2000       1999           2000
                             ----        ----     ----       ----           ----

SALES                     $    --     $    --   $  --      $   --     $       --
                          --------    --------  -------    -------     ----------
PRODUCT DEVELOPMENT COSTS
   Salaries               $ 110,343   $ 60,000  $ 184,589  $  60,000  $   366,381
   Subcontractors             2,972        486     20,724     61,599      664,220
   Other development costs   31,390      9,817     62,020     18,328      380,390
                          ---------   ---------  ---------  --------   ----------
                          $ 144,705   $ 70,303  $ 267,333  $ 139,927  $ 1,410,991
                          ---------   ---------  ---------  --------   ----------

 OPERATING EXPENSES
   Office                 $   2,835    $10,593  $  11,444  $  14,662  $    62,803
   Marketing and sales        6,234      4,220     23,711     20,476      115,519
   Legal and
      professional           17,009      1,877     56,473     16,535       89,110
   Occupancy                  8,680      3,660     16,892      8,096       37,704
   Utilities and
      telephone               3,916      1,891      7,480      6,001       22,873
   Depreciation               4,495      3,691      8,990      7,382       32,368
   Other                      3,262      1,796      5,451      4,557       23,492
                          ---------   --------   ---------  --------   ----------
                          $  46,431   $ 27,728  $ 130,441  $  77,709  $   383,869
                          ---------   --------   ---------  --------   ----------

Net operating loss        $(191,136) $( 98,031) $(397,774) $(217,636) $(1,794,860)

OTHER INCOME                  2,222      1,483      3,051      5,114       10,915

FINANCIAL INCOME AND EXPENSE
   Interest income              --         --          --         --           10
   Interest expense            (126)       --        (126)        --         (126)
                           ---------  ---------  ---------  --------   ----------

Net loss                  $(189,040) $ ( 96,548) $(394,849)$(212,522) $(1,784,061)
                           =========  ==========  ========  ========   ==========

Net loss per share        $    (.02) $    (.02)  $    (.04)$    (.04) $      (.16)
                          ========== ==========  ========== ========= ===========
Weighted average number
of common shares
outstanding              11,011,368   4,948,102  11,011,368 4,948,102  11,011,368
                         ===========  =========  ========== =========  ==========

                       See Notes to Financial Statements
</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 March 31, 2000
                             (Stated in US Dollars)
                                 (Unaudited)
<S>                                <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)

Sale of preferred stock                 --          --       393       235,407          --     235,800

Dividend, cumulative preferred shares   --          --        --           --        (8,618)     (8,618)

Net loss, six months ended March 31,
  2000                                  --          --        --           --      (394,849)   (394,849)
                                  ----------      ------    ------    ---------   ---------  ----------
Balance, March 31, 2000           11,011,368      $1,101    $ 628    $1,574,448 $(1,793,700) $(217,523)
                                  ==========      ======    ======    =========  ==========  ==========

                                     See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
            For the Six Months Ended March 31, 2000 and 1999 and July
                 16, 1997 (Date of Inception) to March 31, 2000
                             (Stated in US Dollars)
                                   (Unaudited)
<S>                                         <C>           <C>           <C>
                                                                        Cumulative for
                                                                        July 16, 1997
                                                                          (Date of
                                                Six months ended          Inception)
                                            March 31,     March 31,       to March 31,
                                             2000           1999             2000
                                             ----           ----         -----------

CASH FLOWS FROM OPERATING ACTIVITIES

 RECONCILIATION OF NET LOSS TO NET
   CASH USED IN OPERATING ACTIVITIES
     Net loss                               $(394,849)   $(212,522)    $ (1,784,061)
     Adjustments to reconcile net
      loss to net cash used in operating
       activities:
         Depreciation and amortization          8,990        7,382           32,368
         Change in assets and liabilities:
            Accounts receivable                (4,003)      (5,641)         (12,035)
            Inventory                          (3,975)     (15,062)        (123,265)
            Prepaid expenses                    1,540       17,800          (84,581)
            Deposits                              --            --           (1,150)
            Deferred charges                      --        10,850           (3,000)
            Accounts payable                    1,461      (20,898)          59,670
            Salaries payable                   98,412       60,000          311,576
            Deferred revenue                   (2,500)          --           72,500
            Accrued stock                      55,500           --           55,500
                                             ---------    ---------     -----------
              Net cash used in operating
                activities                  $(239,424)   $(158,091)   $ (1,476,478)
                                            ---------    ---------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of equipment and software   $ (11,351)   $      --    $    (45,885)
       Purchase of technology license             --            --         (50,000)
                                             ---------    ---------    ------------
               Net cash used in investing
                 activities                 $ (11,351)   $      --    $    (95,885)
                                              ---------    --------    ------------

                                See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
            For the Six Months Ended March 31, 2000 and 1999 and July
                 16, 1997 (Date of Inception) to March 31, 2000
                             (Stated in US Dollars)
                                   (Unaudited)

<S>                                        <C>            <C>         <C>
                                                                        Cumulative for
                                                                        July 16, 1997
                                                                          (Date of
                                                Six months ended          Inception)
                                            March 31,     March 31,       to March 31,
                                             2000           1999             2000
                                             ----           ----         -----------
CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from issuance of
         common stock                       $     --     $ 132,805    $  1,199,376
       Proceeds from issuance of
         preferred stock                      235,800         --           376,800
                                             ---------    ---------    -----------
               Net cash provided by
                 activities                 $ 235,800    $ 132,805    $  1,576,176
                                             ---------    --------    ------------
       Net increase (decrease) in cash      $ (14,975)   $ (25,286)   $      3,813

CASH

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

      Ending                                $   3,813    $   3,038    $      3,813
                                             =========    ========    ============


                           See Notes to Financial Statements
</TABLE>
<PAGE>
                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 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.,  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
          $1,793,700 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 March 31, 2000,  the Company had sold  11,011,368  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.  As of March 31,  2000,  the Company had sold 62,800
          shares of preferred stock at $6.00 per share, for a total of $376,800.

          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.


<PAGE>
                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2000
                             (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 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
                                 March 31, 2000
                             (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         Six Months
                                                 Ended               Ended
                                             MARCH 31, 2000       MARCH 31, 2000
                                             --------------       --------------
           Numerator:
               Net loss plus preferred
                  dividends                       $(194,022)        $(403,464)
               Denominator
                Weighted average shares
                outstanding                      11,011,368        11,011,368
               Basic and diluted EPS              $    (.02)        $    (.04)

<PAGE>

                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2000
                             (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 March 31, 2000.

     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  $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.


     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 March 31, 2000 consist of the following:

                    Advance payments for licenses                        $27,500
                    Nonrecurring engineering fee, current portion         20,000
                    Prepaid marketing expenses                            18,000
                    Prepaid inventory                                     12,450
                    Commissions                                            3,156
                    Prepaid rent                                           1,950
                    OTHER                                                  1,525
                                                                         -------
                                                                         $84,581
<PAGE>
                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2000
                             (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 March 31,
          2000 was $28,750.

          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 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  has  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 March 31, 2000, the Company had
          sold  62,800  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.

<PAGE>
                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2000
                             (Stated in US Dollars)
                                   (Unaudited)

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 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 $7,150 for the quarter ended March 31, 2000.

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 three
          months  ended March 31, 2000,  the  President  earned  $32,308 and the
          Vice-President  of  Engineering  earned  $30,000  under  each of these
          agreements,  for a total of $62,308.  As of March 31,  2000,  $262,692
          remains unpaid for accrued salaries.

          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 March 31, 2000,  salary  expense for
          this position was $29,385,  all of which remains payable at the end of
          the quarter.

          During the year ended  September 30, 1998,  they earned $180,000 under
          earlier agreements,  of which $19,500 remains unpaid at March 31, 2000
          and $35,000 remained unpaid at September 30, 1999.

<PAGE>
                             WORLD WIDE VIDEO, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2000
                             (Stated in US Dollars)
                                   (Unaudited)


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.  As of March 31, 2000,  the company had $55,500 in common stock
          due to individuals for services rendered.

     Product Development:

          Under an  agreement  to develop  certain  products,  the  Company  has
          deferred   revenue  of  $72,500   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>
           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 and 1999

     The  Company  had no  revenues  in the period in 2000 or 1999.  The Company
     incurred  $144,705 in product  development  costs in the three month period
     ended  March 31,  2000  compared  to $70,303 in the period  ended March 31,
     1999.  Operating  expenses  increased  to  $46,431  in the  period  in 2000
     compared to $27,728 in the 1999 period.  Net operating  loss was ($189,040)
     for the  period  in  2000  compared  to  ($96,548)  in  1999.  The  product
     development costs significantly  increased in the period in 2000 over 1999,
     and salaries  were the major  component of increase  rising from $60,000 in
     1999 to $110,343 in the period in 2000. The net loss for the period in 2000
     was ($189,040) and ($96,548) in 1999. The net loss per share was ($.02) for
     the period in both 2000 and 1999.


RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED MARCH 31, 2000 and 1999

     The  Company  had no  revenues  in the period in 2000 or 1999.  The Company
     incurred  $267,333  in product  development  costs in the six month  period
     ended March 31, 2000  compared  to $139,927 in the six month  period  ended
     March 31, 1999.  Operating  expenses increased to $130,441 in the period in
     2000  compared  to  $77,709  in the 1999  period.  Net  operating  loss was
     ($397,774)  for the  period in 2000  compared  to ($217,636)  in 1999.  The
     product  development  costs  significantly  increased in the period in 2000
     over 1999,  and salaries were the major  component of increase  rising from
     $60,000 in 1999 to  $184,589  in the  period in 2000.  The net loss for the
     period in 2000 was $394,849 and  ($212,522) in 1999. The net loss per share
     was ($.04) for the period in both 2000 and 1999.


LIQUIDITY AND CAPITAL RESOURCES

     Working capital as of March 31, 2000 was cash in the amount of $3,813.  The
     Company  will be required to borrow  funds or make  private  placements  of
     stock in order to fund future operations.  As of March 31, 2000,  operating
     funds of $376,800 had been derived from the sale of stock. Future operating
     funds are expected to be derived from  additional  sales of preferred stock
     and private common stock placement.

<PAGE>

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

                           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 16th day of August, 2000.

                                   World Wide Video, Inc.

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



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