WORLD WIDE VIDEO, 10SB12G/A, 2000-07-12

WORLD WIDE VIDEO
10SB12G/A, 2000-07-12
COMMUNICATIONS EQUIPMENT, NEC

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-SB/A
AMENDMENT NO. 2

GENERAL FORM FOR REGISTRATION OF SECURITIES

-----------------
Pursuant to Section 12(g) of

The Securities Exchange Act of 1934

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

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

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

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

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

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

None None

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

Title of class

Common 100,000,000 shares of common stock

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TABLE OF CONTENTS

PART I

Page

Item 1. Description of Business.........................................1
Item 2. Management Discussion & Analysis of Operations..................10
Item 3. Properties......................................................16
Item 4. Security Ownership of Certain
Beneficial Owners and Management................................17
Item 5. Directors and Executive Officers................................18
Item 6. Executive Compensation..........................................20
Item 7. Certain Relationships and Related Transactions..................21
Item 8. Description of Securities.......................................21

PART II

Item 1. Market Price of and Dividends on Registrants Common Equity and
Related Stockholder matters.....................................22
Item 2 Legal Proceedings...............................................23
Item 3. Disagreements with accountants on accounting and
financial disclosure............................................23
Item 4. Recent Sales of Unregistered Securities.........................23
Item 5. Indemnification of Directors and Officers.......................29

Financial Statements and Exhibits.......................................30
Index to Financial Statements...........................................31
Exhibit Index...........................................................32
Signatures..............................................................33

<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS

World Wide Video, Inc. (the "Issuer" or "Company" or "WWV") was organized under
the corporate laws of the Commonwealth of Virginia on July 16, 1997. World Wide
Video, Inc. was reincorporated under the laws of the State of Colorado on April
9, 1998. The Company designs and manufactures technology and products for the
Video Telephony market. WWV has been a development stage company during the
final design and delivery of custom ultra high speed hardware H.32 Codec
(audio/video compression/decompression) technology. During the period to date,
the founders have developed prototype products, written proprietary enabling
software/firmware, presented the products to large potential customers, and
identified potential strategic partners/distribution channels in the United
States, Canada, South Africa, Australia, New Zealand, Malaysia, Singapore,
Europe, Asia and South America in anticipation of market introduction of its
products.

Subsidiary - None

Financing of Product Development Activities.

The Company has financed product development by raising capital and by
exchanging shares for services. In connection with the re-incorporation of the
Company, the original stockholders received 10,000,000 shares of common stock in
exchange for their original 200 shares. In March, 1998, the Company entered into
an agreement in which they exchanged 250,000 shares of common stock at $0.20 per
share in return for a convertible loan of $50,000, provided certain conditions
could be satisfied.

From April 1998 - April 1999 the Company raised over $900,000 via a Regulation
D, Rule 504. As part of the Rule 504, the Company completed the first private
placement of 200,000 shares consisting of common stock @ $.50 per unit. With the
Offering Price amended on May 1, 1998, the Company completed a second private
placement consisting of 75,000 shares of common stock @ $2.00 per unit. The
Offering Price was amended again on July 1, 1998 to $2.75 per unit. The Company
completed the final private placement consisting of 233,987 shares of common
stock @ $2.75 per unit for operating capital in late 1998 and early 1999 and
closed the Rule 504 Offering on April 6, 1999.

In addition to the above efforts, the Company has exchanged stock for services
during this period. In exchange for services, the Company has issued or promised
to issue 127,381 shares of common stock valued at $2.75 per share and 125,000
shares which were issued in exchange for services in connection with the raising
of capital.

1
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(d) Narrative Description of Business.

THE COMPANY BUSINESS

The Company designs and manufactures technology and products for the video
communication market. WWV is a development stage company designing and
developing custom ultra high speed and low cost hardware for the video
communication market. The initial product will be based on the International
Telecommunication Union (ITU) Standard, H.324, and will perform over normal
telephone lines. This technology allows for bi-directional audio, video, and
data over normal analog phone lines. Future products will support H.320 (for
ISDN, ATM, ADSL, Satellites) and H.323 (for ETHERNET and INTERNET). The key
portion of the Company's technology is being built around a series of new Codec
(audio/video Compression/Decompression) technology.

Several delays have occurred in World Wide Video's planned production schedule
due to lateness of key components (newly developed hardware chips, circuitry and
firmware) from large chip manufacturers and the deletion of some of the existing
chips. It appears that these component problems will be resolved shortly and
production for the first in a series of products is scheduled for spring of
2000.

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

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

The Company's products operate over traditional, business and residential copper
wire telephone systems commonly referred to as Plain Old Telephone Systems
(POTS). POTS represent over 87% of the world's present telephone networks. The
Company's technology compresses video and data at a higher rate than anyone else
in the industry at this time. This gives the Company a tremendous advantage in
frame rate and quality, which has been one of the limiting factors on widespread
acceptance of the technology. The Company's products will provide video service
at a new plateau in availability, video quality and at a lower cost than is
available now.

2
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The primary initial focus of business operations will be to complete product
development of the products described under "Business" and market such products
to target industry prospects.

COMPANY'S PRODUCT LINES

Product Name: Centurion(TM)
Target Markets: Security and Surveillance

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

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

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

Using standard telephone lines, the Centurion(TM) puts any site, no matter how
distant, within customer access. The unique 2-way video motion provides complete
communication for virtually any surveillance or conferencing application. For
security monitoring there will be fewer unknown false alarms. For monitoring
cash related activities Centurion(TM) can provide an interface for POS (Point of
Sale) scanners. Centurion(TM) can control remotely situated pan-tilt-zoom (PTZ)
cameras and can be interfaced to security alarm equipment and other devices to
verify a triggered alarm.

3
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Product Name: RAV(TM) Medical

Target Markets: Remote Audio/Video/Data Tele-Medicine, Home Care Medical
Monitoring, Doctor and Nursing Facilities, Private Care

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

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

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

Pentium II MMX/366 MHZ with 64 - 128MB RAM, 512KB L2 Cache Brilliant 15.1"
active 1024x768x16M color display with 4MB controller Data Storage includes 6.4
GB HDD, DVD, 3.5" FDD Keyboard & Trackpad & 2 PCMCIA slots Sound support
includes built-in microphone and speakers

Communication includes:
56 Kbps fax/modem and IR Transceiver
Inputs/Output ports includes Audio In, Audio Out, Headphone Out, Video In
and S-Video Out
Software includes: Windows 98 including Net Meeting Dragon Speech
Recognition Software

ITU T.120 Whiteboard, File Transfer, and Shared Application
1 Year Depot Warranty
Battery & Leather Carrying Case

In addition, the RAV(TM) includes an integrated high resolution color camera and
a removable video codec module that contains multiple high speed digital signal
processors to provide unparalleled frame rate and quality using the
International Telecommunication Union H.324 standard for low bit rate video
conferencing. Using the H.324 protocol, the RAV(TM) Notebook video conferencing
is Microsoft Net Meeting and International Telecommunication Union's T.120
software that provides for file transfers, shared applications, and shared white
boards.

4
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Product Name: RAV(TM) STB

Target Markets: Video Communication (non-computer based) over POTS

The RAV(TM) STB (Set-Top-Box) does not require a computer for video, audio, and
data communication simultaneously over POTS. The RAV(TM) STB uses the industry

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

Product Name: RAV(TM) PCI

Target Markets: Video Communication (computer based) over POTS

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

See also (c) "Business."

Products, Services, Markets, Methods of Distribution and Revenues. Digital
electronic products are presently the principal products sought to be produced
by the company.

Currently, marketing is by trade shows and word of mouth and by internet web
page.

Working Capital Needs. The working capital needs of the company consist
primarily of: operating capital, product development capital and marketing
capital (see "Operating Budget"). These requirements may be met by private
placement of stock or loans or sale of working interests. The Company will need
to develop additional working capital for future operations. At present time it
has no source or commitment for any additional funds.

5
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Budget for the Period October 1, 1998 to September 30,1999

ITEM BUDGET 3RD QUARTER %
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Development Costs $640,000.00 $ 577,296.44 90%

Office Expense $ 7,000.00 $ 29,227.97 418%

Marketing $123,000.00 $ 24,620.12 20%

Professional Services $ 19,000.00 $ 22,453.13 118%

Occupancy $ 9,000.00 $ 11,181.98 124%

Depreciation & Amortization $ 9,000.00 $ 11,073.52 123%

Utilities & Telephone $ 12,000.00 $ 9,301.86 78%

Other Costs $ 9,000.00 $ 9,352.89 104%
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Totals $828,000.00 $ 694,507.90 84%

Over Budget $ 98,010.53

By the end of the 3rd Quarter, June 30, 1999, the Company was over the projected
budget by the indicated percentages. Should this trend continue, the Company
will exceed its budget by approximately 12% for the year.

(3) Dependence on a Single Customer or a Few Customers

a) Revenues - $0 for fiscal year ended September 30, 1998 and $0 for
the quarter ended March 31, 1999. WWV does not have any revenue
from product sales to date because the company has not completed
production of its first product. Nevertheless, WWV has several
potential customers who are wanting, waiting, and willing to pay
for completed products. However, for the year ended September 30,
1998, the company recognized $2,750 in other income (net of
related expenses). For the six months ended March 31, 1999, the
company recognized other income (net of related expenses) in the
amount of $5,114. These amounts resulted from sales of peripheral
items and prototype products.

Current Potential Customers*
1. MetroBook Computer Corporation, Inc.
2. Help Innovations, Inc. (largest single)
3. DataPower USA, Inc.
4. Boeing Information Services
5. Andries Tek, Inc.
6. ABM IT
7. DataPoint, Inc.
8. MTS, Inc.

* Based on purchase orders, contract(s), no cost POs and letters of intent which
the company received contingent upon the acceptable performance and availability
of the prototype units. Because of delays in developing and producing
prototypes, it is possible that the customer no longer has the requirement for
these types of products. The Company has no assurance that potential customers
will be able to pay for the production product. The company has had several
delays in completing the production units. The Company has adequate arrangements
to manufacture production units should potential customers agree to proceed,
provided adequate funding can be arranged. The Company believes that the ability
to manufacture the production units is not an issue and there are no technical
problems to produce and satisfy the backlog. Additional working capital is
needed to start the production line.

6
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(4) Backlog of Orders (as of 8/1/99).*

The Company has entered into non-binding arrangements with the following
potential customers. All arrangements require the submission and acceptance of
prototypes by the potential customer prior to entering into binding contracts.

1. MetroBook Computer Corporation, Inc. $100,000
2. Help Innovations, Inc. $1,000,000
3. DataPower USA, Inc. $100,000
4. Boeing Information Services $2,000
5. Andries Tek, Inc. $2,000
6. ABM IT $4,000
7. DataPoint, Inc. $2,000
8. MTS, Inc. $5,000

(5) Government Contracts. None.

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

7
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WORLD WIDE VIDEO, INC.

COMPETITION

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

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

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

(7) Registrant Sponsored Research and Development. The Company has continuing
product development for which some research is required. The initial product
production is planned for spring of 2000.

8
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(8) Compliance with Environmental Laws and Regulations. The operations of the
Company are subject to local, state, and national laws and regulations in the
USA. To date, compliance with these regulations by the Company has had no
material effect on the Company's operations, capital, earnings, or competitive
position, and the cost of such compliance has not been material. The Company is
unable to assess or predict at this time what effect such regulations or
legislation could have on its activities in the future.

(a) State and Local Regulation - None.

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

(b) National Regulation - None.

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

(9) Number of Persons Employed. As of June 15, 1999, the Company had two full
time employees:

John G. Perry
Frank A. Maas

9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND CHANGES
IN FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WWV is a development stage company designing and developing custom ultra high
speed and low cost hardware for the video communication market. As of September
30, 1998 and March 31, 1999 the Company had no revenues from operations. Several
delays have occurred in the planned production schedule due to lateness of key
components (newly developed hardware chips, circuitry and firmware) from large
chip manufacturers and the deletion of some of the existing chips. Now it
appears that these component problems will be resolved shortly and production
for the first in a series of products is scheduled for spring of 2000. The
Company has not started production of any of its products as of this filing.

To date, the Company has functioned on equity investments. Without continuing
investments or loans, the survivability of the Company is at risk.

The Company had no income from operations in FY98 and FY99. The Company's only
income source at this time is limited sales of peripheral items and prototype
products, which is disclosed as other income on the Statement of Operations. The
Company has received Purchase Orders, Contract(s), No Cost POs and Letters of
Intent which require performance and availability of the prototype units. All
orders are contingent upon acceptable performance of the production units. The
Company has no assurance that potential customers have the ability to pay for
the production product or that the potential customer will proceed with the
production process. The company has had several delays in completing the
production units. As of 04/01/00, it appears that the technical problems have
been overcome and production units should be shipped in the next 30-60 days. The
ability to manufacture the production units is not an issue provided sufficient
funds can be found to pay for production and there are no technical problems to
produce and satisfy the backlog. Additional working capital may be needed to
start the production line. The Company may continue to show losses resulting
from the start up of operations for an indeterminate time.

Capital from private placements or borrowing against assets are required to fund
future operations. The Company completed a Regulation D Rule 504 offering of
Common Stock on April 6, 1999 (see Item 4 for more details).

10
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In March 1998, World Wide Video, Inc. (WWV) entered into an agreement with
National Executive Trade, Inc. (NETI)). This license agreement was assigned by
NETI to DataPower, Inc. and that agreement was superceded by the August 31, 1998
agreement with DataPower, Inc. See Exhibit 10.1.1 and Exhibit 10.1.2 for a copy
of the agreements. The agreements give DataPower an exclusive license for the
distribution and manufacturing of WWV's standard products within Canada. As
compensation for this, DataPower loaned WWV $50,000 and upon delivery of WWV's
prototypes (2 units), the loan would convert to 250,000 shares of WWV's common
stock. These two units were delivered in November 1998. WWV issued DataPower
250,000 shares of common stock (See Item 4) and the $50,000 debt was removed
from the books. The agreement also had an option for DataPower to purchase an
additional 500,000 shares for $150,000. That option has expired and no stock was
sold to DataPower. Furthermore, WWV is to receive 250,000 common shares of
DataPower in exchange for the ability for DataPower to market US Military bases.
At the time of the first agreement, John G. Perry, President of WWV, was offered
and accepted a seat on the Board of Directors of DataPower. There is no
compensation as part of the Board of Director seat. Also, no one at WWV or
associated with WWV, holds any Stock or Warrants/Options in DataPower.

RESULTS OF OPERATIONS

The Company is developing very sophisticated Video Compression Technology. This
technology is based on very high performance chips and complicated enabling
firmware and software. The Company has experienced major delays in several of
the key components needed to produce small, high performance and cost effective
products. These delays have postponed the Company's ability to produce
production products and to generate revenue from product sales.

Operating Expenses

The Company incurred the following expenses for the year ended September 30,
1998 and the six months ended March 31, 1999.

Fiscal Year Ended Six Months Ended
September 30, 1998 March 31, 1999

Operating expenses:

Product Development $373,928 $ 139,927
General and Administrative 97,148 77,709
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Total operating costs $471,076 $217,636

Product development costs include such items as salaries, subcontractors,
research, supplies and other development type expenses. General and
administrative expenses include office expenses, marketing, professional fees,
occupancy costs, depreciation and amortization and other similar expenses. For
the year ended September 30, 1998 approximately 80% of funds were spent on
product development. For the six months ended March 31, 1999, 64% of funds were
spent on product development. This decrease is attributable to an increase in
general and administrative expenses, especially occupancy expenses due to the
need for increased space and professional fees due to increased reporting
requirements.

11
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It is expected that expenses will continue at a significantly increased rate due
to costs of developing and marketing products.

At this time, the Company is dependent upon private placements or loans for
future operations and funding. Therefore it will have to either borrow money, if
possible, or raise funds through subsequent public or private offerings to
continue operations until when, or if, it ever develops sufficient revenue from
its assets to maintain operations. If such revenues are not generated, or
participants not found, the Company will be forced to develop another line of
business, or to finance its operations through borrowed funds, the sale of its
assets, or enter into the sale of stock for additional capital none of which
may be feasible when needed. The Company has no management ability, and no
financial resources or plans to enter any other business as of this date
although the Company will be open to suggestion and opportunity.

CHANGES IN FINANCIAL CONDITION

World Wide Video finances have improved with the Regulation D Rule 504 providing
critical capital in the amount of $893,644.15 for 508,987 shares of common stock
and 70,274 warrants between 4/98 and 4/6/99.

At fiscal year ended September 30, 1998, the Company's assets increased to
$343,056 compared to $200 at September 30, 1997. The increase was a result of
shareholder contributions and private placement of common shares.

Liabilities, all of which are current liabilities, increased to $175,780 as of
September 30, 1998 as a result of increased accounts payable due to product
development costs incurred. For the year ended September 30, 1997 liabilities
were $0.

Stockholders' equity as of September 30, 1998 was $167,276, an increase in the
1997 stockholder's equity of $167,076. This increase resulted from additional
sales of common stock which resulted in additional paid in capital in the amount
of $634,558. The funds generated from stock sales were offset by the net loss
for the year in the amount of $468,326, This loss resulted from expenses
incurred during product development. There was no sales revenue generated during
this stage of operation.

From the aspect of whether the Company can continue toward its business goal of
commencing production and sales of its products, the Company is deficient in
needed capital. Without continued capital infusions or loans or a combination of
capital and loans, the Company may not be able to carry out its business goals
to market products for future fiscal years.

With the closeness of the first three different production units becoming
available, WWV has greatly improved the probability of more private funds
becoming available. Several companies and organizations have expressed interest
in serious cash investments in WWV. Also, WWV is attempting to minimize the cash
requirement needed for the start of production for two contracts (two of the
initial three production products) by requesting down payments, delivery order
and accounts payable financing. WWV has been able to negotiate extended payments
to some of its key electronic component product and contract manufacturers.

World Wide Video, Inc. is pursuing private placements from various sources. The
target is to obtain an additional $734,400 by 4/28/00 and $1,035,000 by 8/18/00
and an additional $10,000,000 by 12/18/00 for a total investment of $11,769,400.
The Common Stock Regulation D Rule 504 was closed on 4/6/99.

12
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Based on the analysis of funds available and funds required to complete the
initial production of product and associated production cost, research and
development, the company decided to raise the additional required working
capital by a Regulation D Rule 506 offering of Class A preferred stock. In June
1999, WWV started the preferred offering and the offering is underway. The
target is to raise up to $900,000 with the sale of 150,000 preferred shares and
300,000 preferred warrants to qualified investors. The preferred offering
consists of selling a unit for $6. A unit includes one preferred share and 2
preferred warrants. The preferred warrants will be for $6 and must be executed
within one year of the offering closing date. There is a dividend of 6% per year
payable every 6 months. Also, WWV will provide the option to convert the
preferred shares to common stock at a ratio of 2 common shares for one preferred
share. The first sale of preferred stock was in July 1999 and over $400K has
been raised as of 04/30/00.

COMPARISON OF RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED SEPTEMBER 30,
1998 AND 1997

The Corporation had no operating revenues in 1998 or 1997. The Company incurred
product development costs of $373,928 and operating expenses, all of which are
general and administrative in nature, totaling $97,148 in fiscal year ended
September 30, 1998 as compared to $0 in 1997. As a result of having no operating
income, the Company incurred operating losses of $(468,326) in year ended
September 30, 1998 and $0 in year ended September 30, 1997. The Company
anticipates that the trend of net losses will continue in 1999 as it continues
to incur major expenses in attempting to develop and market its products.

General and Administrative costs increased in the year ended September 30, 1998
to $97,148 from a total of $0 in 1997. Expenses of a General and Administrative
nature will increase substantially as a result of registering its common stock
under the Securities and Exchange Act of 1934, increased audit costs and
expenses related to private placements to fund product development and marketing
costs and miscellaneous operations costs.

Office expenses were $12,388 in fiscal year ended September 30, 1998 and $0 in
1997. These expenses were paid from shareholder contributions. This will
increase in 1999 due to expanded operations.

Professional fees for the year ended September 30, 1998 totaled $2,700, while in
1997 professional fees were $0.

The per-share loss amounted to ($.06) in fiscal year ended September 30, 1998 as
compared to $.00 in 1997.

13
<PAGE>

RESULTS OF OPERATIONS FOR QUARTER ENDED MARCH 31, 1999 COMPARED TO SAME PERIOD
IN 1998

The Company had product development costs of $70,303 in the second quarter in
1999 compared to $20,000 in the same quarter in 1998 due to increase research
and development and other product development costs incurred during 1999. The
general and administrative expenses for the second quarter were $27,729 compared
to $23 in the same quarter in 1998. The significant increase in these expenses
were due to the Company's growth, which required expanded facilities, additional
professional fees and increased marketing. The Company had net operating losses
of ($99,515) in the second quarter in 1999 compared to ($19,454) in the same
quarter in 1998.

At quarter end, the Company needed additional capital infusion, and only had
cash of $3,038 and total current assets of $245,524 which were mostly illiquid.
Its current liabilities at quarter end were $214,882.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 1999

The Company incurred $77,709 in general and administrative expenses during the
six month period ended March 31, 1999 as compared to $23 during the same period
in 1998. The Company had product development expenses of $139,927 in the six
month period ended March 31, 1999 as compared to $20,000 for the same period in
1998. Again, the increased expenses in both of these areas were due to increase
product development efforts and company growth which resulted in increased
costs. The Company incurred a loss on operations in the six month period ended
March 31, 1999 of ($212,522) as compared to a loss on operations in the six
month period ended March 31, 1998 of ($19,454).

LIQUIDITY

The Company expects that its need for liquidity will increase for the coming
year due to its anticipation of expending funds for product marketing and
development.

Short Term

On a short term basis, the Company does not generate enough revenue to cover
operations. Based on prior experience, the Company believes it will continue to
have insufficient revenue to satisfy current and recurring liabilities as it
seeks to increase sales and produce product. For short term needs the Company
will be dependent on receipt, if any, of private placement proceeds or loans.

The Company's current assets were $245,524 at March 31, 1999 and its current
liabilities were $214,882. Of the current liabilities, $60,000 was owed to
officer shareholders. As of March 31, 1999, the Company had cash of $3,038,
inventory of $137,510 and accounts receivable of $18,076. It has recently
completed a private placement of its securities for additional capital.

14
<PAGE>

Long Term

On a long-term basis, the Company had non-current assets consisting of property,
equipment, and other assets of $66,918 at March 31, 1999.

The Company has a start-up business at this time from which it generates small
income. Its operations have negative cash flow at this time. It is reliant upon
success of product marketing, at this time, for possibility of future income.

CAPITAL RESOURCES

The primary capital resources of the Company are its stock only. Stock may be
illiquid because it is restricted in an unproved company with limited assets and
is a start-up business.

As part of the Rule 504, the Company completed a private placement of 200,000
shares consisting of common shares @ $.50 per unit for operating capital. The
Offering at the $.50 price ceased as of May 1, 1998.

The Company completed a private placement of 75,000 shares consisting of common
shares @ $2.00 per unit for operating capital. The Offering at the $2.00 price
ceased as of July 1, 1998.

The Company completed a private placement of 233,987 shares consisting of common
shares @ $2.75 per unit for operating capital in late 1998 and early 1999. The
Rule 504 Offering closed April 6, 1999.

As of the date of the registration statement, the Company expects to incur
capital expenditures within the next year in order to manufacture and to develop
its products. The amounts to be spent exceed the company's available capital by
over $200,000. Included in the planned capital expenditures is a source code
license from DataBeam for its T.123 software. This license alone is over
$100,000 including training and extended warrantees. Several other items include
additional computers, computer peripherals, network devices, and communication
items usually under $5,000 each. Advance test equipment(s) would run another
$50,000.

NEED FOR ADDITIONAL FINANCING

The Company does not have capital sufficient to meet the Company's cash needs
for continuing operations. The Company will have to seek loans or equity
placements to cover such cash needs. In the event the Company is able to
complete a business combination during this period, lack of its existing capital
may be a sufficient impediment to accomplishing the goal of completing a
business combination. There is no assurance, however, that the available funds
will ultimately prove to be adequate to allow it to complete a business
combination, and once a business combination is completed, the Company's needs
for additional financing are likely to increase substantially.

15
<PAGE>

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

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

Y2K Readiness:

The company has evaluated its affected programs or systems to be Y2K compliant.
The conversion costs have been expensed as incurred, and are not considered
material. At this time, the Company believes it is unnecessary to adopt a
contingency plan.

External (Supplier) Systems: the company has contacted supplier of products and
services to assess whether the suppliers are Y2K compliant or to monitor their
progress toward Y2K compliance. The majority of the Company's key suppliers have
responded that they either are or will be Y2K compliant prior to the year 2000.
However, there can be no absolute assurance that suppliers and others have
provided inadequate responses as to their own Y2K compliance issues. Costs to
date for the external compliance program have also been immaterial.

ITEM 3. PROPERTIES

(a) Real Estate. The Company rents office space of 1,000 sq. ft. from a non-
affiliate.

(b) Title to properties. None.

(d) Oil and Gas Production. None.

(e) Oil and Gas Reserves. None

(f) Present value of Estimated future Net Reserves From Proved Developed Oil
and Gas Reserves. None.

(g) Reserves Reported to Other Agencies. None.

(h) Natural Gas Gathering/Processing Facilities. None.

(i) Present Activities and Subsequent Events: None.

16
<PAGE>

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AS OF MAY
31, 1999

Security Ownership of Certain Beneficial Owners and Management

As of May 31, 1999, the Company had issued and outstanding 10,911,368 shares of
common stock, $.0001 par value. The following tabulates holdings of common stock
of the Company by each person who holds of record or is known by management of
the Company to own beneficially more than five percent (5%) of the common stock
outstanding, and, in addition, by all directors and officers of the Company
individually, and as a group. The shareholders listed below have sole voting and
investment power, except as otherwise noted.

(a) Beneficial owners of five percent (5) or greater, of the Registrant's
Common Stock. The following sets forth information with respect to ownership by
holders of more than five percent (5%) of the Company's common stock known by
the Company based upon 10,011,368 shares outstanding at June 30, 1999.

Title Name and Amount and Percent
of Address of Nature of of
Class Beneficial Owner Beneficial Interest Class
------------------------------------------------------------------------

Common John G. Perry 5,000,000 45.82%
14327 Smith Road
Culpeper, VA 22701

Common Frank A. Maas 5,000,000 45.82%
808 Culpeper Street
Fredericksburg, VA 22405

b) The following sets forth information with respect to the Company's
common stock beneficially owned by each Officer and Director, and by all
Directors and Officers as a group.

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

Common John G. Perry 5,000,000 45.82%

Common Ronald Cropper 0 0%*

Common Frank A. Maas 5,000,000 45.82%

Officers and Directors as a group 91.64%

Ronald Cropper was issued 10,000 shares on September 15, 1999.

17
<PAGE>

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

(a) The following table furnishes the information concerning the directors
of the Company as of June 30, 1999. The directors of the Company are elected
every year and serve until their successors are elected and qualify.

Name Age Title Term
---------------------------------------------------------------------
John G. Perry 53 President and Director Annual
Frank A. Maas 54 Secretary, Director, Annual
and Chairman
Ronald Cropper 52 Director Annual

The term of office for each director is one (1) year, or until his/her successor
is elected at the Company's annual meeting and qualified. The term of office for
each officer of the Company is at the pleasure of the board of directors.

The board of directors has no nominating, auditing committee but has set up a
compensation committee. Therefore, the selection of person or election to the
board of directors was neither independently made nor negotiated at arm's
length.

There are no employees other than the executive officers disclosed above who
make, or are expected to make, significant contributions to the business of the
Company, the disclosure of which would be material.

(d) Family Relationships. None.

(e) Business Experience. None.

The following is a brief account of the business experience during the past five
years of each director and executive officer of the Company, including principal
occupations and employment during that period and the name and principal
business of any corporation or other organization in which such occupation and
employment were carried on.

18
<PAGE>

MANAGEMENT EXPERIENCE

JOHN G. PERRY, age 54, President and Director of the Company and its predecessor
since 1997, has over 34 years of experience in the management, analysis, design,
research, development, and implementation of complex, networked computer
systems. Possesses a thorough knowledge of computer science and systems
engineering, and a broad spectrum of computer technologies. Experience covers a
wide variety of projects including research and development of highly
sophisticated weapons and ballistics systems for DoD and Intelligence agencies,
design and development of wide area and local area networks, development and
application of standards, technology and project management, and marketing of
secure products. He possesses in depth knowledge of federal computer
acquisition, Life Cycle Management (LCM), Information Resource Management (IRM),
Government Open System Interconnect Profile (GOSIP) and computer and
communications security. Work experience has required detailed working knowledge
of LANs, WANs, FIPS, EDI, CALS, Video, and DoD Security. Mr. Perry has been the
President of IMProCOM (a publicly reporting company), Inc., 1994-1996. Mr. Perry
has a B. S. Mathematics, Randolph-Macon College, 1967, M. S. Computer Science,
University of Maryland, 1976.

FRANK A. MAAS, age 55, for more than 28 years, Mr. Maas has participated in a
large number of research and development programs for the U.S. Navy and
industry. He has extensive experience in the design, development, fabrication,
test, evaluation, and operational installation and maintenance of electronic,
mechanical, and electro-optical (E-O) components, equipment, and systems in
support of pointing and tracking, surveillance, missile and gun system, chemical
and biological defense, intelligence gathering, and electronic and infrared
countermeasures programs for the U.S. Navy. He was recently involved in the
successful design and implementation of a desktop Video-teleconferencing (VIC)
system that featured links to distant CFTC systems over POTS and ISDN and has
developed a portable video-teleconferencing system. Mr. Maas has been Vice
President of Engineering for Mesa, Inc. (1983-94) and Pixels, Inc. (1994-95),
two companies in the communication industry. Mr. Maas has a B. S. Electric
Engineering, Case Institute of Technology, 1968. Mr. Maas has been Chairman,
Director, and Secretary of the Company and its predecessor since 1997.

RONALD CROPPER, age 52, has been the President of RPC International, Inc., since
June of 1998 when he started the Company. RPC International is an international
business and consulting company with experience in merger and acquisition of
technical companies. RPC has provided it's services to companies with over one
hundred countries during the past ten years. from November of 1976 through June
of 1988 he was President of United Technical Institute and was responsible for
establishing this international training company he took the Company from
startup to over fourteen million dollars of annual sales during his Presidency.
United Technical Institute specialized in training in the disciplines of
business computers, medical, electronics and distance learning. Mr. Cropper is a
graduate of Georgetown University with a Bachelors, International Business and
he participated in the Harvard University Accelerated MBA Program. Mr. Cropper
has received numerous Awards and has published articles relating to education
and distance learning. Mr. Cropper has been Director of the Company since early
1998.

19
<PAGE>

Directors Compensation

Members of the Board of Directors of the Company receive no compensation for
this activity. Each Director is reimbursed reasonable outside travel expenses
for each Board meeting he attends and for each Committee meeting he attends
during the fiscal year. Directors who are also officers of the Company receive
no compensation for services as a director.

ITEM 6. EXECUTIVE COMPENSATION

(a) Cash Compensation.

Compensation paid by the Company for all services provided during the fiscal
year ended September 30, 1998, (1) to each of the Company's five most highly
compensated executive officers whose cash compensation exceeded $60,000 and (2)
to all officers as a group: None.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE OF EXECUTIVES

Annual Compensation Awards
<S> <C> <C> <C> <C> <C> <C>

Name & Principal Year Salary Bonus Other Annual Restricted Securities
Position ($) ($) Comp- Stock Underlying
ensation ($) Award(s) Options
($) /SARS (#)
------------------------------------------------------------------------------------------------------------------
John G. Perry, 1997* 0 0 0 0 0
President and 1998 90,000 0 0 0 0
Director

Frank A. Maas, 1997* 0 0 0 0 0
Secretary and 1998 90,000 0 0 0 0
Director

</TABLE>

* Frank A. Maas and John G. Perry purchased founder shares in WWV of
Virginia (1997), and those shares were exchanged for 5,000,000 shares each in
WWV of Colorado (1998), upon re-incorporation in Colorado.

(b) Compensation Pursuant to Plans. None.

(d) Compensation of Directors.

Compensation paid by the Company for all services provided during the fiscal
year ended September 30, 1998, (1) to each of the Company's directors whose cash
compensation exceeded $60,000 and (2) to all directors as a group is set forth
below: None.

(e) Termination of Employment and Change of Control Arrangements. None

(f) Key Employees Incentive Stock Option Plan: None at this time.

20
<PAGE>

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Certain Transactions

A Director, Ronald Cropper, of the Company was engaged to assist in the raising
of capital. He is compensated on the basis of a percentage (from two to five
percent) of the completed transaction. During the same period ended September
30, 1998, he was paid $23,435 under this contract. The contact was terminated as
of August 1998. In addition, the same Director has been prepaid $18,000 under a
product marketing agreement.

John Perry and Frank Maas were sole owners of World Wide Video, Inc. a Virginia
Corporation (WWV of Va.) which re-incorporated in Colorado. Upon
re-incorporation, Messrs. Perry and Maas exchanged 100% of WWV of Va. 10,000,000
shares of common stock of the Colorado Corporation, the Registrant.

John Perry and Frank Maas were each retained by the Company at a consulting fee
of $10,000 per month for 9 months ended September 30, 1998. They were paid
$115,000 total to September 30, 1998 and deferred $65,000. Both Mr. Perry and
Mr. Maas are now employees of the Company at a salary of $10,000 per month.

ITEM 8. DESCRIPTION OF SECURITIES

The Company is presently authorized to issue one hundred million (100,000,000)
shares of its $.0001 par value common shares in such classes as the Board may
determine. As of June 30, 1999 ten million nine hundred eleven thousand three
hundred sixty-eight (10,911,368) Common Shares are presently issued and
outstanding.

Preferred Stock
---------------

10,000,000 shares of preferred stock are authorized. The Board of Directors has
total discretion as to the establishment of the series or classes of preferred
stock and the rights and privileges of such classes. This type of discretion for
Preferred Stock is often referred to as "Blank Check." The Company has not, as
of the date hereof, determined any class or series of shares nor any rights or
privileges. No preferred shares are outstanding as of June 30, 1999.

All shares, when issued, will be fully paid and non-assessable. All shares are
equal to each other with respect to voting, liquidation, and dividend rights.
Special shareholders' meetings may be called by the officers or directors, or
upon the request of holders of at least one-tenth (1/10th) of the outstanding
shares. Holders of shares are entitled to one vote at any shareholders' meeting
for each share they own as of the record date fixed by the board of directors.
There is no quorum requirement for shareholders' meetings. Therefore, a vote of
the majority of the shares represented at a meeting will govern even if this is
substantially less than a majority of the shares outstanding. Holders of shares
are entitled to receive such dividends as may be declared by the board of
directors out of funds legally available therefore, ad upon liquidation are
entitled to participate pro rata in a distribution of assets available for such
a distribution to shareholders. There are no conversion, pre-emptive or other
subscription rights or privileges with respect to any shares. Reference is made
to the Company's Articles of Incorporation and its By-Laws as well as to the
applicable statutes of the State of Colorado for a more complete description of
the rights and liabilities of holders of shares. It should be noted that the
By-Laws may be amended by the board of directors without notice to the
shareholders. The shares of the Company do not have cumulative voting rights,
which means that the holders of more than fifty percent (50%) of the shares
voting for election of directors may elect all the directors if they choose to
do so. In such event, the holders of the remaining shares aggregating less than
fifty percent (50%) of the shares voting for election of directors may not elect
all the directors if they choose to do so. In each event, the holders of the
remaining shares aggregating less than fifty percent (50%) will not be able to
elect directors.

21
<PAGE>

Warrants
--------

From March 15, 1999 to April 6, 1999, the Company issued 70,274 common share
purchase warrants in connection with the sale of common shares in the private
offering. Each warrant allows the holder to purchase one common share @ $2.75
per share for a period of two years from date of issue. The warrants are
non-transferable.

PART II

ITEM 1. (a) MARKET PRICE OF AND DIVIDENDS ON REGISTRANTS COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

The Company's common stock is not now traded on the "Over-the-Counter" market,
but when traded may be quoted on the NASD Electronic Bulletin Board. The
following table sets forth high and low bid prices of the Company's common stock
for the two (2) years ended June 30, 1999 and 1998 (note: Company did not exist
in 1996) as follows:

1999 High Low

First Quarter 0 0
Second Quarter 0 0

1998 High Low

First Quarter 0 0
Second Quarter 0 0
Third Quarter 0 0
Fourth Quarter 0 0

1997 High Low

First Quarter 0 0
Second Quarter 0 0
Third Quarter 0 0
Fourth Quarter 0 0

(b) As of June 30, 1999, the Company had 61 shareholders of record of the
common stock.

(c) No dividends on outstanding common stock have been paid within the last
two fiscal years, and interim periods. The Company does not anticipate or intend
to pay dividends for the foreseeable future except in connection with preferred
shares.

22
<PAGE>

ITEM 2. LEGAL PROCEEDINGS

No legal proceedings were pending at date of Registration Statement.

ITEM 3. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

a) None

b) In connection with audits of two most recent fiscal years and any
interim period preceding resignation, no disagreements exist with any former
accountant on any matter of accounting principles or procedure, which
disagreements if not resolved to the satisfaction of the former accountant would
have caused him to make reference in connection with his report to the subject
matter of the disagreement(s).

c) The principal accountant's report on the financial statements for any of
the past two years contained no adverse opinion or a disclaimer of opinion nor
was qualified as to uncertainty, audit scope, or accounting principles except
for the "going concern" qualification.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

UNREGISTERED STOCK SALES IN THE THREE YEAR PERIOD PRIOR TO THIS REGISTRATION
STATEMENT.

Founders Purchase Amount of
Shareholder Price Shares Consideration
----------- -------- --------- -------------

John G. Perry 0.0 5,000,000 Exchange of shares of World Wide Video
upon re-incorporation, dated May 12, 1998

Frank A. Maas 0.0 5,000,000 Exchange of shares of World Wide Video
upon re-incorporation, dated May 12, 1998

All of the following sales were made in Reliance upon the exemption
provided under Regulation D, Rule 504.

23
<PAGE>
<TABLE>
<CAPTION>
Private Placements in April 1, 1998 - April 6, 1999

Shareholder Purchase Amount of Consideration
Date Price Shares

----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4/3/98 Nublan Zaky Yusoff $0.50 200,000 $100,000.00
PJS 19/1, Jalan Lagoon T
Kumper Lumpor, Malaysia

4/17/98 Vidid Resources, Inc. $2.00 25,000 $50,000.00
4370 LaJolla
San Diego, CA92122

4/18/98 George and Janet Camberis $2.00 75,000 $15,000.00
40 Trish Court
Danville, CA 94506

5/8/98 Patrick D. Lee $2.00 12,500 $25,000.00
319 Oak Drive South
Green Grove Springs, FL 32043

5/8/98 Frederick E. Roughton $2.00 30,000 $60,000.00
POB 454
Middleburg, VA 20118

7/16/98 Dante Berry $2.75 728 $ 2,000.00
3FA Lerkenlard
St. Thomas, USVI 00801

7/11/98 Marcia Leonard $2.75 364 $ 1,001.00
c/o Carribean Cowgirl
St. Thomas, USVI 00802

7/14/98 Anne Borne $2.75 2,000 $ 5,500.00
3700 Vills OLGIA
St. Thomas, USVI 00802

7/13/98 Molly Mills Fuch $2.75 11,000 $30,250.00
P.O. Box 9965
St. Thomas, USVI 00801

7/14/98 Dennis M. Vollmer $2.75 2,000 $ 5,500.00
P.O. Box 306417
St. Thomas, USVI 00803

7/15/98 Charles Berry $2.75 1,819 $ 5,000.00
P.O. Box 11583
St. Thomas USVI 00801

24
<PAGE>

7/15/98 Stephen Bajor $2.75 725 $ 1,993.75
6263 EST Nazareth
St. Thomas, USVI 00802

7/15/98 Sandra R. Tate $2.75 364 $ 1,001.00
6501 Red Hook Plaza #23
St. Thomas, USVI 00802-1306

7/15/98 Antionette B. Day $2.75 364 $ 1,000.00
C5-28 Sorgenfri Estate
St. Thomas, USVI 00803

7/16/98 Matthew J. McCormack $2.75 364 $ 1,000.00
501-4009 Raphine Hill
St. Thomas, USVI 00802

7/17/98 Gigi Anne Zaccagnino $2.75 127,273 $350,000.00
2850 Pleasant Hill Rd.
Kissimmee, FL 34746

7/17/98 Bruce M. Berry, Jr. $2.75 365 $ 1,003.75
372 Wintbert
St. Thomas, USVI 00805

7/17/98 Mary C. Deering $2.75 728 $ 2,000.00
1823 Mahogany Run
St. Thomas, USVI 00803

7/16/98 Joe Stull $2.75 728 $ 2,000.00
P.O. Box 305021
St. Thomas, USVI 00803

7/15/98 Donald B. Callaway $2.75 1,455 $ 4,000.00
308 Crown Bay Marina
St. Thomas, USVI 00802

7/17/98 Linda Carlisi-Lugo $2.75 364 $ 1,000.00
P.O. Box 3751
St. Thomas, USVI 00802

7/16/98 Diane M. Aamodt $2.75 400 $ 1,100.00
6501 Red Hook Plaza #201
St. Thomas, USVI 00802

7/16/98 Geoffrey Deering $2.75 364 $ 1,000.00
19031 NW 89th Court
Miami, FL 33108

7/16/98 Sandra DeSimone $2.75 546 $ 1,500.00
P.O. Box 306631
St. Thomas, USVI 00803

25
<PAGE>

7/15/98 Matt D. Pierson $2.75 364 $ 1,000.00
601 Red Hook Plaza #201
St. Thomas, USVI 00802

7/16/98 Franklin Danziger $2.75 7,500 $20,625.00
2020 E. Colter Street
Phoenix, AZ 85016

7/16/98 Cathy Lyn Wilde $2.75 4,000 $11,000.00
4737 E. Sheena Drive
Phoenix, AZ 85032

7/23/98 Stephen Speranza $2.75 400 $ 1,100.00
36 Sunset Bridge Drive
East Hardford, CT 6118

7/23/98 Kenneth Young $2.75 728 $ 2,002.00
228 Columbia Street
Ithace, NY 14850

7/20/98 Gary Holland $2.75 2,000 $ 5,500.00
5859 Dovetail Drive
Aurora Hills, CA 91301

8/31/98 Jerry A. Stangohr $2.75 1,800 $ 4,950.00
9801 Rosewood Hill Drive
Vienna, VA 22182

10/2/98 Charles Bonanno $0.00 125,000 services
P.O. Box 11180
St. Thomas, USVI 00801

12/13/98 DataPower USA, Inc. $0.00 250,000 exchange
101-1425 West Pender St.
Vancouver, BC Canada V6G2S3

11/5/98 Alfred W. McClelland $2.75 725 $ 1,993.75
10 Cobblestone Road
Greenville, SC 29615

26
<PAGE>

12/16/98 Lawrence F. Kahn $2.75 2,000 $ 5,500.00
105 Woodfall Way
Lilburn, GA 30047

1/11/99 Betty W. Jones $2.75 200 $ 5,500.00
3819 N. Wakefield Street
Arlington VA 22207

1/17/99 Jeannine Atalay Harvey $2.75 200 $ 5,500.00
7216 Poplar Street
Annandale, VA 22003

1/17/99 Roy & Laura Weinstock $2.75 2,000 $ 5,500.00
10405 Amberst Court
Fredricksburg, VA 22408

1/17/99 Michael Atalay $2.75 200 $ 550.00
31 Stablemere Court
Baltimore, MD 21209

1/17/99 Bulent Atalay $2.75 1,100 $ 3,025.00
10202 N. Hampton Lane
Fredericksburg, VA 22408

1/17/99 Joseph Ratnam $2.75 1,000 $ 2,750.00
BLK 816 Yishun ST
81 #11-712 Singapore 760816

1/17/99 Lowis Chelliah $2.75 1,000 $ 2,750.00
BLK 141, #08-275
Lorong AH, S00
Singapore 530141

1/17/99 Bulent & Carol Jean Atalay $2.75 1,500 $ 4,125.00
10202 N. Hampton Lane
Fredericksburg, VA 22408

1/19/99 Thomas N. Slutsker $2.75 500 $ 1,375.00
6 Emerson Court
Morristown, NJ 07960

1/29/99 Rochele Hirsch $2.75 15,682 $43,123.90
510 Seminole Avenue
Atlanta, GA 30307

1/29/99 Thomas & Dennie Stansell $2.75 1,000 $ 2,750.00
30110 Via Rivera
Rancho Palos Verdes, CA 90275

1/29/99 McKenzie A. Perry, Jr. $2.75 1,000 $ 2,750.00
510 Seminole Avenue
Atlanta, GA 30307

<PAGE>

1/29/99 Rochele Hirsch $0.00 27,381 services
510 Seminole Avenue
Atlanta, GA 30307

2/16/99 Duane & Cheryl Clayton $2.75 2,000 $5,500.00
6733 Estate Lane
Fredericksburg, VA 22407

3/15/99 C.J. Zielinski $2.75 3,637 $10,000
17347 Hawthorne Ave 7,274
Culpeper, VA 22701 warrants

4/2/99 Summit Limited Partnership $2.75 5,000* $13,750
19045 Clair Manor Drive 10,000
Culpeper, VA 22701 warrants

4/5/99 Jerrold W. Hoehn $2.75 3,500* $9,625
HC72 Box 543A 7,000
Locust Grove, VA 22508 warrants

4/6/99 Leonard C. Feldman $2.75 2,000* $5,500
2155 Laurel Lane 4,000
N. Miami, VA 22701 warrants

4/6/99 Auby D. Curtis $2.75 6,000* $16,500
16068 Rocky Road 12,000
Culpeper, VA 22701 warrants

4/6/99 John D. Zaleski II $2.75 3,000* $8,250
11249 Pimilico Circle 6,000
Culpeper, VA 22701 warrants

4/6/99 Stephanie Mendlow, M.D. $2.75 4,000* $11,000
Leighton B. Brown
H.C.R. 2, Box 540 8,000
Madison, VA 22727 warrants

4/6/99 H. Lee Kirk, Jr. & Kim M. $2.75 2,000* $5,500
Kirk 19301 Bleumont Court 4,000
Culpeper, VA 22701 warrants

4/6/99 E. Francis Updike $2.75 4,000* $11,000
12305 Hidden Lakes 8,000
Culpeper, VA 22701 warrants

4/6/99 Jonathan M. & June M. Brick $2.75 2,000* $5,500
11211 Pimilco Circle 4,000
Culpeper, VA 22701 warrants

28
</TABLE>
<PAGE>

No other sales have occurred in the three years preceding filing of this
registration statement.

With respect to all sales of securities to persons other than the founders, Data
Power, Inc., Charles Bonanno, and Rochele Hirsch the Registrant relied on the
provisions of Rule 504 of Regulation D promulgated under the Securities Act of
1933, as amended (the "Act"). The offering was not made by means of any general
solicitation, shares were acquired without a view toward distribution thereof
and all purchasers represented that they were able to bear the economic risk of
their investment, and a representation letter to that effect was obtained from
each purchaser. The shares were issued with an investment legend thereon, and
stop transfer instructions were noted on the Registrant's stock transfer
records. Aggregate sales were less than $1,000,000. No offerings of unregistered
securities are currently being offered. Data Power, Inc. obtained shares through
a share exchange exempt under Section 4(2), and Charles Bonanno and Rochele
Hirsch received shares for services rendered as an exempt transaction under
Section 4(2), but Rochele Hirsch separately purchased 15,682 shares pursuant to
Reg. D., Rule 504.

* In addition to shares, an aggregate total of 70,274 warrants to
purchase common shares at $2.75 per share were issued to those persons
marked with an *.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

29
<PAGE>

FINANCIAL STATEMENTS AND EXHIBITS

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

1) Financial Statements: (See Financial Exhibits Index below and Financial
Exhibits furnished as Pages F-1 through F-20).

2) Financial Statement Schedules: None

3) SK Exhibits: (See SK Exhibits Index SK, page 32, and SK Exhibits, SK-3.0
through SK- 24.2.)

4) Supplemental Oil and Gas Information - None.

30
<PAGE>

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

INDEX TO FINANCIAL STATEMENTS
AND SUPPORTING SCHEDULES

Page

Financial Statements (Audited)
September 30, 1998 and 1997 F-1

Reports of Independent Public Accountants F-2

Balance Sheets, September 30, 1998 and 1997 F-3-F-4

Statements of Operations, September 30, 1998 and 1997 F-5

Statements of Cash Flows F-6-F-7

Statements of Changes in Stockholders' Equity F-8

Notes to Financial Statements F-9-F-14

Interim Financial Statements ( Unaudited)
Period ended March 31, 1999 F-15

Cover Sheet F-16

Balance Sheet F-17-F-18

Statement of Operations F-19-F-20

Statement of Cash Flows F-21

Statements of Changes in Stockholders' Equity F-22

Notes to Financial Statements F-23-F-29

<PAGE>

INDEX

SK# EXHIBITS

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

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

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

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

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

10.1.2 Agreement with Data Power, Inc.

10.2 Share Exchange Agreement

24.1 Consent of Accountant

SUPPLEMENTAL OIL AND GAS INFORMATION

None.

32
<PAGE>

SIGNATURES:

Pursuant to the requirements of Section 12 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: July 11, 2000

World Wide Video, Inc.

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

Directors:

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

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

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

33
<PAGE>
WORLD WIDE VIDEO, INC.

A Colorado Corporation
A Development Stage Enterprise

Financial Statements

YEARS ENDED SEPTEMBER 30, 1998 AND 1997

(Audited)

F-1

<PAGE>

THOMPSON,
GREENSPON
& CO., P.C.

Certified Public Accountants
Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Shareholders
World Wide Video, Inc.
A Colorado Corporation
Culpeper, Virginia

We have audited the accompanying balance sheets of World Wide Video, Inc. (a
Colorado Corporation), a development stage enterprise, as of September 30, 1998
and 1997, and the related statements of operations, changes in stockholders'
equity and cash flows for the years ended September 30, 1998 and 1997,. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of World Wide Video, Inc. (a
Colorado Corporation), as of September 30, 1998 and 1997, and the results of its
operations and its cash flows for the years ended September 30, 1998 1997, in
conformity with generally accepted accounting principles.

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

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

January 21, 1999, except for Note 2 and paragraph 2 of Note 6, the date of which
is April 6, 1999.

F-2

<PAGE>

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

BALANCE SHEETS
SEPTEMBER 30, 1998 AND 1997

1998 1997
---- ----
ASSETS

Current Assets

Cash and cash equivalents $28,324 $200
Inventories 122,448
Accounts receivable, other 2,434
Prepaid assets and fees 66,700
Deferred offering costs 15,850
-----------------------------------------
Total Current Assets 235,756 200
-----------------------------------------

Property and Equipment
Computer and equipment 7,746 -
Software 13,668 -
-----------------------------------------
Total Cost 21,414 -

Less accumulated depreciation (2,364) -
-----------------------------------------
Net Property and Equipment 19,050 -
-----------------------------------------

Other Assets

Technology license, net of 43,750 -
amortization
Nonrecurring engineering fees, non current 20,000 -
Prepaid marketing fees 18,000 -
Deposits 650 -
Prepaid rent, non-current 5,850 -
-----------------------------------------

Total Other Assets 88,250 -
-----------------------------------------

TOTAL ASSETS $ 343,056 $ 200
=========================================

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

F-3

<PAGE>

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

BALANCE SHEETS
SEPTEMBER 30, 1998 AND 1997

1998 1997
-------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities

Accounts payable $ 10,780 $ -
Due to officers and employees 65,000 -
Deferred revenue 50,000 -
Convertible loan 50,000 -
-------------------------------------

Total Current Liabilities 175,780 -
-------------------------------------

Stockholders' Equity

Common stock, par value $0.0001;
100,000,000 shares authorized;
10,443,737 issued and outstanding at
September 30, 1998 and 5000 shares
authorized, 200 shares issued and
outstanding at September 30, 1997 1,044 200

Preferred stock, par value $0.01;
10,000,000 shares authorized; no
shares issued or outstanding - -

Additional paid-in capital 634,558 -

Accumulated deficit during development stage (468,326) -
--------------------------------------
Total Stockholders' Equity 167,276 200
--------------------------------------

Total Liabilities and Stockholders' $343,056 $200
Equity
======================================

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

F-4
<PAGE>

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

STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 1998 AND 1997

1998 1997

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

Product Development Costs
Subcontractors 196,867
Other development costs 177,061
----------------------------------
Total Product Development Costs 373,928
----------------------------------

General and Administrative Expenses

Marketing and sales 58,981
Office 12,388
Depreciation and amortization 8,614
Professional services 2,700
Occupancy 5,903
Utilities and telephone 2,991
Other 5,571
----------------------------------
Total General & Administrative
Expenses 97,148
----------------------------------
Total Costs and Expenses (471,076)
Other Income 2,750
----------------------------------
Loss before Income Taxes (468,326)
Income Taxes -
----------------------------------
Net Loss ($468,326)
==================================

Net Loss Per Share ($0.06)
==================================
Average Common and Common Equivalent
Shares Outstanding 7,556,726
==================================

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

F-5

<PAGE>

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

STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1998 AND 1997

1998 1997
-----------------------------
Cash Flows from Operating
Activities
Net loss ($468,326) $ -
Noncash items included in
net loss
Depreciation 2,364
Amortization 6,250 -

Changes in assets & liabilities
(Increase) in Inventory (122,448) -

Accounts receivable-other (2,434)

Prepaid expenses (86,700) -

Deferred offering costs (15,850)

Increase in
Accounts payable 10,780 -

Due to officers and employees 65,000

Deferred revenue 50,000 -
----------------------------------
Net Cash Used During
Development Stage (561,364) -
----------------------------------
Cash Flows from Investing
Activities

Purchase of equipment &
Software (21,414) -

Purchase of technology
License (50,000) -

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

F-6
<PAGE>

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

STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1998 AND 1997
Continued

Purchase of other assets (24,500)
----------------------------------
Net Cash Used by Investing
Activities (95,914) -
----------------------------------
Cash Flows from Financing Activities
Proceeds from Common Stock 635,402 200
Convertible Loan 50,000 -
----------------------------------
Net Cash Provided by
Financing Activities 685,402 200
----------------------------------
Net Increase in Cash & Cash
Equivalents 28,124 200

Cash & Cash Equivalents,
beginning of period 200 -
----------------------------------

Cash & Cash Equivalents, end
of period $28,324 $200
==================================

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

F-7
<PAGE>
<TABLE>
<CAPTION>
WORLD WIDE VIDEO, INC.
(A Colorado Corporation)
(A Development Stage Enterprise)

STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1998 AND 1997

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

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

Net loss, period ended September
30, 1997 - - - - -
-----------------------------------------------------------------

Balance Sheet September 30, 1997 200 - 200 - 200

Exchange of shares, issuance of
new shares upon reincorporation
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
=================================================================

</TABLE>

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

F-8

<PAGE>
WORLD WIDE VIDEO, INC.
(A Colorado Corporation)
(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company and Purpose

World Wide Video, Inc. was organized under the laws of the Commonwealth of
Virginia on July 16, 1997. There was no activity in fiscal year 1997. On April
9, 1998, the Company was re-incorporated in the State of Colorado. The Company
intends to design and manufacture technology and products for the video
telephony market. The principal activities of the Company since inception have
been raising capital, conducting research and product development. The Company
conducts its operations from offices in Culpeper, Virginia.

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

Development Stage Enterprise

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

Method of Accounting

The financial statements are presented on the accrual basis of accounting.

Financial Statement Estimates

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

Fair Value of Financial Instruments

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

Cash and Cash Equivalents

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

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

F-9
<PAGE>
WORLD WIDE VIDEO, INC.
(A Colorado Corporation)
(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997

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

Inventory

*Inventory, which consists primarily of raw materials, is stated at the lower of
cost or market, with cost being determined on a first-in, first-out basis. There
are no firm commitments to purchase any additional inventory.

Property and Equipment

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

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

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

Depreciation expense for the period ended September 30, 1998 was $2,364.

Technology Licenses

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 no material
adjustments to the carrying values of intangible assets resulting from these
evaluations.

Amortization expense for the period ended September 30, 1998 was $6,250.

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
$15,850 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.

F-10
<PAGE>
WORLD WIDE VIDEO, INC.
(A Colorado Corporation)
(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997

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

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 collection is probable.

Income Taxes

The Corporation utilizes the liability method for accounting for income taxes.

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

Temporary differences consist of the difference in financial statement and
income tax bases for accounting for start up and organizational costs. Deferred
income taxes related to an asset or liability are classified as current or
noncurrent based on the classification of the related asset or liability.

Prior to April 1, 1998, the Corporation, with the consent of its stockholders,
had elected S corporation status under Section 1372 of the Internal Revenue Code
and similar sections of the state income tax laws. On April 1, 1998, the Company
terminated its S election and is now subject to corporate income tax rates.

Earnings Per Common Share

The Company has adopted Statement of Financial Accounting Standards (SFAS) No.
128 which establishes standards for computing and presenting earnings per share
(EPS) for entities with publicly held common stock. The standard requires
presentation of two categories of earning per share, basic 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 dilution 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

Numerator 1998 1997
Net loss ($468,326) $ -
Denominator
Weighted average
Shares outstanding 7,556,726 200

Basic and diluted EPS ($0.06) $ -

F-11
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997

2. NEED FOR ADDITIONAL CAPITAL

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 September 30, 1998,
the Company had sold 443,737 shares of common stock at prices ranging from $0.50
to $2.75 per common share. As of April 6, 1999 the Company realized net proceeds
of $798,070, after deducting costs of $94,574.

After the completion of the above private securities offering, the Company will
pursue private placements from other sources. Based on the analysis of funds
available and funds required to complete the initial production of product and
associated production cost, research and development, the Company has decided to
raise additional required working capital by a Regulation D Rule 506 offering of
preferred stock. In addition, the Company will issue stock to certain key
individuals for services rendered in lieu of cash payments. In Management's
opinion, such efforts should provide sufficient funds to continue operations for
the next year. However, should these efforts prove unsuccessful or fail to meet
Management's goals, there is substantial doubt regarding the Company's ability
to continue as a going concern.

3. PREPAID ASSETS AND FEES

Included in Prepaid Expenses at September 30, 1998 are the following amounts:

Nonrecurring engineering fee, current portion $30,000
Deposits on equipment 23,900
Prepaid rent 7,800
Trade Show Deposit 5,000
----------
TOTAL $66,700
==========

The nonrecurring engineering fee is part of a $50,000 deposit with Analog
Devices, Inc, the Company's major supplier. The remainder is included in other
assets. The Company also has $15,000 of equipment deposits with Analog Devices,
Inc. This equipment is expected to be received within the next year.

4. INVENTORY

Inventory consists principally of raw materials, chipsets, which are purchased
from Analog Devices, Inc. There are no firm commitments to purchase any
additional inventory.

F-12
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997

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
estimated useful life of the license. The license agreement permits the Company
to use certain proprietary reference designs and software in the development of
video telephony products. The net carrying value of the license at September 30,
1998 was $43,750.

6. CONTRIBUTED CAPITAL

In connection with the reincorporation of the Company, the original stockholders
received 10,000,000 shares of common stock in exchange for their shares of a
predecessor corporation. The Company sold 200,000 shares of common stock at
$0.50 per share, 75,000 shares at $2.00 per share, and 168,737 shares at $2.75
per share, in a private offering of securities. At September 30, 1998, after
deducting costs of $78,624, the Company has realized proceeds of $635,602.
Additional costs of $15,850 have been deferred until completion of certain
Filings and the close of the offering on April 6, 1999.

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 agreement also granted the Canadian corporation
an exclusive option to market and manufacture these products until March 15,
2008.

8. OPERATING LEASE

The Company leases office space in Culpeper, Virginia, under a two-year lease
agreement commencing July 7, 1998 and expiring July 6, 2000. Monthly rent is
$650. The rent for the leased premises is $15,600 for the term of the lease,
which the Company prepaid. The Company has made a security deposit of $650.

Rent expense was $1,950, for the period ended September 30, 1998.

9. RELATED PARTIES

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 per cent) of the
completed transaction. During the period ended September 30, 1998, he was paid
$23, 435 under this contract. In addition, the same Director has been prepaid
$16,000 under a product marketing agreement. The two majority stockholders have
agreements to provide services. During the period ended September 30, 1998, they
earned $180,000 under these agreements, of which $65,000 remains unpaid at
September 30, 1998.

As of March 1998, John G. Perry, President of WWV, was offered a seat on the
Board of Directors of DataPower. There is no compensation as part of the Board
of Director seat. Also, no one at WWV or related to WWV, holds any Stock or
Warrants/Options in DataPower.

F-13
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998

10. COMMITMENTS AND CONTINGENCIES

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

Raising Capital

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

Product Development

Under an agreement to develop a certain product, the Company has received
revenue of $50,000. This amount has been included in Deferred Revenue. Upon
successful completion of contract milestones, additional payments of up to
$50,000 will be realized the Company. If the contract is not successfully
completed some or all of the $50,000 will have to be refunded.

Several other product development arrangements are in negotiation.

F-14
<PAGE>

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

Interim Financial Statements
for Period Ended
March 31, 1999
(Unaudited)

F-15
<PAGE>

INTERIM UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 1999

F-16
<PAGE>
WORLD WIDE VIDEO, INC.
Balance Sheet
(Unaudited)

March 31, September 30,
1999 1998
ASSETS ---------------- --------------

CURRENT ASSETS

Cash $ 3,038 $ 28,324
Inventory 137,510 122,448
Accounts Receivable 18,076 2,434
Prepaid 48,900 66,700
Deferred offering costs 5,000 15,850
-------------- --------------
Total Current Assets $ 212,524 $ 235,756
---------------- --------------

PROPERTY AND EQUIPMENT

Computer Software $ 13,668 $ 13,668
Computer and Equipment 7,746 7,746
---------------- --------------
$ 21,414 $ 21,414
Less Accumulated Depreciation (4,746) (2,364)
---------------- --------------
$ 16,668 $ 19,050
---------------- --------------

OTHER ASSETS

Technology Licenses $ 38,750 $ 43,750
Prepaid Marketing Fees 18,000 18,000
Deposits 650 650
Prepaid Rent-Non-Current 5,850 5,850
Nonrecurring engineering fees,
non current 20,000 20,000
---------------- --------------
$ 83,250 $ 88,250
---------------- --------------

$ 312,442 $ 343,056
================ ==============
The Notes to Financial Statements are an integral part of these statements.
F-17
<PAGE>

WORLD WIDE VIDEO, INC.
Balance Sheet
(Unaudited)
(continued)

March 31, September 30,
1999 1998
---------------- ---------------
LIABILITIES

Accounts Payable $ 54,882 $ 10,780
Deferred Revenue 50,000 50,000
Salary Payable 60,000 65,000
Convertible Loan 50,000 50,000
---------------- --------------
$ 214,882 $ 175,780
---------------- --------------
STOCKHOLDERS' EQUITY

Common stock, par value
$0.0001; 100,000,000
shares authorized;
10,443,737 issued or
outstanding @ Sept.
30, 1998 and 10,911,365
issued and outstanding
@ March 31, 1999 authorized $ 1,088 $ 1,044

Preferred stock, par value
$0.01; 10,000,000 shares; no
shares issued or outstanding -

Additional Paid-In Capital 777,320 634,558

Accumulated deficit during
development stage (680,848) (468,326)
---------------- --------------
$ 97,560 $ 167,276
---------------- --------------
$ 312,442 $ 343,056
================ ==============

The Notes to Financial Statements are an integral part of these statements.
F-18
<PAGE>

World Wide Video, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)

For the Three Months Ended March 31, 1999 and 1998

Three Months Three Months
Ended Ended
March 31, March 31,
1999 1998
----------------- --------------------
SALES $ - $ -
--------------- --------------------

PRODUCT DEVELOPMENT COSTS
Salaries $60,000 $ -
Subcontractors 486 20,000
Other development costs 9,817 -
-------------- --------------------
Total Product Development Costs 70,303 20,000
-------------- --------------------
GENERAL & ADMINISTRATIVE EXPENSES

Marketing 4,220
Office 10,593 23
Professional services 1,878
Occupancy 3,660
Depreciation and amortization 3,691
Utilities and telephone 1,891
Other expenses 1,796
------------- --------------------
Total General & Administrative Expenses 27,729 23
------------- --------------------
Total Costs and Expenses (98,032) (20,023)

Other Income (Expenses) (1,483) 569
------------ --------------------
Net Loss $(99,515) $(19,454)
============ ====================

Net Loss Per Share $ (.01) $ (.00)
============ ====================

Weighted Average Shares Outstanding 10,443,737 7,392,000

The accompanying notes are an integral part of the financial statements.
F-19

<PAGE>
<TABLE>
<CAPTION>
World Wide Video, Inc.
(A Development Stage Company)

Statement of Operations
(Unaudited)

For the Six Months Ended March 31, 1999 and 1998 and July
16, 1997, Inception, to March 31, 1999

July 16, 1997,
Six Months Six Months Inception, to
Ended March 31, Ended March 31, March 31,
1999 1998 1999

SALES $ - $ - $ -
-------------- -------------- ---------------

PRODUCT DEVELOPMENT COSTS
Salaries 60,000 0 60,000
Subcontractors 61,599 20,000 258,466
Other Development Costs 18,328 - 195,389
----------- ------------- ------------
Total Product Development Costs 139,927 20,000 513,855
----------- ------------- ------------
GENERAL & ADMINISTRATIVE EXPENSES
Marketing 20,476 0 79,457
Office 14,662 23 27,050
Professional services 16,535 0 19,235
Occupancy 8,096 0 13,999
Depreciation & amortization 7,382 0 15,996
Utilities and telephone 6,001 0 8,992
Other expense 4,557 0 10,128
------------ ------------ ------------
Total General & Administrative Expenses 77,709 23 174,857
------------ ------------ ------------
Total Costs and Expenses (217,636) (20,023) (688,712)

Other Income (Loss) 5,114 569 7,864
----------- ------------ -----------
Net Loss $(212,522) $(19,454) $ (680,848)
=========== ============ ============
Net loss per share $ (.02) $ .00 $ (.07)
=========== ============ ============
Weighted average number of common shares 10,668,737 7,556,726 9,286,105

</TABLE>

The accompanying notes are an integral part of the financial statements.
F-20
<PAGE>
<TABLE>
<CAPTION>

World Wide Video, Inc.
(A Development Stage Company)

Statement of Cash Flows
(Unaudited)

For the Six Months Ended March 31, 1999 and 1998

July 16, 1997,
Six Months Ended Six Months Ended Inception, to
March 31, March 31, March 31,
1999 1998 1999
-------------------------- -------------------- -------------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net loss $(212,522) $(19,454) $(680,848)
Noncash items included in
net loss:
Depreciation and amortization 7,382 - 15,996
Changes in assets and liabilities:
(Increase) Decrease in:
Inventory (15,062) - (137,510)
Accounts receivable (5,641) - (8,076)
Prepaid expenses 35,800 (46,800) (92,750)
Deferred charges (7,150) - (5,000)
Deposits - - (650)
Increase (Decrease) in:
Accounts payable (20,898) 41,998 54,882
Salaries payable 60,000 - 60,000
Deferred revenue 50,000
Convertible loan 50,000
--------------- -------------- -----------
Net cash used by operating
activities (158,091) (24,256) (693,956)
--------------- -------------- ------------
Cash Flows from Investing Activities
Purchase of property and equipment - - (71,414)
--------------- -------------- ------------
- - (71,414)
Cash Flows from Financing Activities
Proceeds from Sales of Common Stock 132,805 2 768,408
--------------- ------------- -------------
Net cash provided by financing
activities 132,805 2 768,408
--------------- ------------- -------------
Net Decrease in Cash & Cash Equivalents (25,286) (24,254) 3,038

Cash at Beginning of Period 28,324 - -
--------------- ------------ -------------
Cash at End of Period $ 3,038 $(24,254) $ 3,038
=============== ============ =============

</TABLE>

The Notes to Financial Statements are an Integral part of this Statement.
F-21
<PAGE>
<TABLE>
<CAPTION>

World Wide Video, Inc.
(A Development Stage Company)

Statement of Stockholders' Equity
(Unaudited)

For the Period July 16, 1997, Inception, to
March 31, 1999

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

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 1,044 634,55 (468,326) 167,276

Sale of common stock, October 1,
1998 through March 31, 1999 436,125 44 142,762 - 142,806

Net loss, October 1, 1998 through
March 31, 1999 - - - (212,522) (212,522)
----------- ----------- ----------- ----------- -----------
Balance, March 31, 1999 10,879,862 $1,088 $777,32 $(680,848) $97,560
=========== =========== =========== =========== ===========
</TABLE>

The Notes to Financial Statements are an integral part of these statements.
F-22

<PAGE>
WORLD WIDE VIDEO, INC.
(A Colorado Corporation)
(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company and Purpose

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

Basis of Presentation

The interim financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. These statements reflect all adjustments, consisting of
normal recurring adjustments, which, in the opinion of management, are necessary
for fair presentation of the information contained therein.

Development Stage Enterprise

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.

F-23
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Financial Statement Estimates

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

Fair Value of Financial Instruments

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

Cash and Cash Equivalents

There were no income taxes or interest paid during the period ended March 31,
1999.

Inventory

Inventory, which consists primarily of raw materials, is stated at the lower of
cost or market, with cost being determined on a first-in, first-out basis. There
are no firm commitments to purchase any additional inventory.

F-24
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

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.

Technology Licenses

Deferred Offering Costs

F-25
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Deferred Revenue

Income Taxes

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

Earnings Per Common Share

The Company has adopted Statement of Financial Accounting Standards (SFAS) No.
128, which establishes 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.
Basis 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 commons 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 basis and diluted loss per
share:

Quarter Ended Quarter Ended
Numerator 3/31/99 3/31/98

Net loss $(99,515) $(19,454)
Denominator
Weighted average
shares outstanding 10,443,737 7,392,000
Basic and diluted EPS $(.01) $(0.00)

F-26
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999

2. NEED FOR ADDITIONAL CAPITAL

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, 1999, the
Company had sold 911,368 shares of common stock at prices ranging from $.50 to
$2.75 per common share. As of April 6, 1999, the Company realized net proceeds
of $798,070, after deducting costs of $94,574.

After the completion of the above private securities offering, the Company will
pursue private placements from other sources. Based on the analysis of funds
available and funds required to complete the initial production of product and
associated production cost, research and development, the Company has decided to
raise additional required working capital by a Regulation D Rule 506 offering of
preferred stock. In addition, the Company will issue stock to certain key
individuals for services rendered in lieu of cash payments. In management's
opinion, such efforts should provide sufficient funds to continue operations for
the next year. However, should these efforts prove unsuccessful or fail to meet
management's goals, there is substantial doubt regarding the Company's ability
to continue as a going concern.

3. PREPAID ASSETS AND FEES

Prepaid expenses as of March 31, 1999 consist of the following:

Nonrecurring engineering fee, current portion $30,000
Deposits on equipment 15,000
Prepaid rent 3,900
---------
$48,900
=========

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

4. INVENTORY

Inventory consists principally of raw materials, chipsets, which are purchased
from Analog Devices, Inc. There are no firm commitments to purchase any
additional inventory.

5. OTHER ASSETS

F-27
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999

6. CONTRIBUTED CAPITAL

In connection with the re-incorporation of the Company, the original
stockholders received 10,000,000 shares of common stock in exchange for their
shares of a predecessor corporation. The Company sold 200,000 shares of common
stock at $0.50 per share, 75,000 shares at $2.00 per share, and 168,737 shares
at $2.75 per share, in a private offering of securities. As of March 31, 1999,
after deducting costs of $78,624, the Company has realized proceeds of $635,602.
Additional costs of $15,850 have been deferred until completion of certain
filings and the close of the offering on April 6, 1999.

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 agreement also granted the Canadian company an
exclusive option to market and manufacture these products until March 15, 2008.

8. OPERATING LEASE

F-28
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999

8. OPERATING LEASE (Cont'd)

which the Company prepaid. The Company has made a security deposit of $650. Rent
expense was $1,950, for the period ended March 31, 1999.

9. COMMITMENTS AND CONTINGENCIES

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

Raising Capital

The Company has engaged several consultants to assist in the effort to raise
additional capital. Certain of these contracts require payment of fees
calculated as a percentage of completed transactions (see Notes 6 and 8). Other
contacts require compensation in the form of stock. No stock compensation has
been earned as of March 31, 1999; however, 250,000 shares were issued in
satisfaction of debt (See Note 7).

Product Development

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

Several other product development arrangements are in negotiation.

F-29