wwform

10QSB 1 wwform.htm WW FORM 10QSB FOR JUNE 30, 2002 wwform This Form 10-QSB Quarterly Report is the subject of a Form 12b-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission file number 0-20073

WORLDWIDE TECHNOLOGIES INC.
(Exact name of small business issuer as specified in its charter)

British Columbia
(State or other jurisdiction of incorporation or organization)

00-0000000
(I.R.S. Employer Identification No.)

300 Esplanade Drive
Suite 1680, Oxnard
Ventura County, CA
93030
(Address of principal executive offices)

(805) 205-2390
(Issuer's telephone number)

Suite 1500, 789 West Pender Street
Vancouver, British Columbia
V6C 1H2
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

8,500,597 common shares issued and outstanding as at August 1, 2002

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles, as required by securities laws in British Columbia, and are reconciled to United States Generally Accepted Accounting Principles.

DISCLOSURE

To: The Shareholders of Worldwide Technologies Inc.

It is the opinion of management that the consolidated interim financial statements for the quarter ended June 30, 2002 include all adjustments necessary in order to ensure that the consolidated financial statements are not misleading.

Ventura County, California
Date: August 19, 2002

/s/ Jonathan Severn
Director of Worldwide Technologies Inc.

Worldwide Technologies Inc.
(formerly Clipclop.com Enterprises Inc.)
Consolidated Interim Financial Statements
For the nine-month periods ended June 30, 2002
and 2001

Unaudited - Expressed in US Dollars)

		Contents
Consolidated Interim Financial Statements
	Balance Sheets
	Statements of Operations
	Statements of Changes in Stockholders' Equity
	Statements of Cash Flows
	Notes to the Financial Statements

Worldwide Technologies Inc.
(formerly Clipclop.com Enterprises Inc.)
Consolidated Interim Balance Sheets
(Expressed in US Dollars)

June 30
2002

September 30
2001

Assets

(Unaudited)

Current

Cash

10,051

Receivables

48,858

80,110

Prepaid expenses

5,557

Total current assets

54,415

90,161

Property and equipment

27,080

44,778

Goodwill (Note 2)

9,400

279,087

Total Assets

90,895

414,026

Liabilities and Stockholders' Equity (Capital Deficit)

Liabilities

Current

Bank overdraft

5,067

Accounts payable

130,852

137,520

Accrued liabilities

135,256

25,364

Total current liabilities

271,175

162,884

Stockholders' Equity (Capital Deficit)

Share Capital (Note 3)

Authorized

100,000,000

Common shares, no par value

Issued

8,500,597

Common shares

(8,296,893 - September 30, 2001)

12,676,070

12,635,329

Contributed surplus

118,513

118,513

June 30
2002

September 30
2001

Cumulative translation adjustment

(137,188)

(137,188)

Accumulated deficit

(12,837,675)

(12,365,512)

Total stockholders' equity (capital deficit)

(180,280)

251,142

Total Liabilities and Stockholders' Equity (Capital Deficit)

90,895

414,026

Approved by the Board of Directors:

/s/ signed

Director

The accompanying notes are an integral part of these consolidated financial statements

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Consolidated Interim Statements of Operations (Unaudited - Expressed in US dollars)
			Three-month periods ended June 30					Nine-month periods ended June 30
			2002			2001		2002		2001
Revenue
		Website hosting and advertising	$	194,382	$	80,764	$	845,101	$	97,870
Cost of revenue				18,960		57,823		324,816		57,823
Gross profit				175,422		22,941		520,285		40,047
Expenses
	Advertising and promotion			-		3,310		9,333		89,562
	Depreciation			2,949		6,344		34,174		19,301
	General and administrative (Note 5)			99,227		20,990		335,541		62,971
	Investor relations and website promotion			1,247		15,509		24,217		36,763
	Professional and consulting fees			84,903		17,228		206,106		33,362
	Website maintenance and software research (Note 6)			21,880		37,208		119,243		177,843
				210,206		100,589		728,614		419,802
Loss from operations				(34,784)		(77,648)		(208,329)		(379,755)
Other income
	Interest and other			5,327		575		5,853		5,684
Loss before amortization of goodwill				(29,457)		(77,073)		(202,476)		(374,071)
Amortization of goodwill (Note 2)				(600)		(4,984)		(30,502)		(4,984)
Write-down of goodwill (Note 2)				-		-		(239,185)		-
Net loss for the period			$	(30,057)	$	(82,057)	$	(472,163)	$	(379,055)
Loss per share
		basic and diluted	$	(0.004)	$	(0.013)	$	(0.056)	$	(0.063)
Weighted average common shares
	Outstanding			8,500,597		6,413,015		8,421,379		6,019,121
The accompanying notes are an integral part of these consolidated interim financial statements.

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Consolidated Interim Statements of Changes in Stockholders' Equity (Capital Deficit) (Unaudited - Expressed in US Dollars)
For the period ended June 30, 2002
		Share Capital
		Shares		Amount		Contributed Surplus		Cumulative Translation Adjustment		Accumulated Deficit		Total Shareholders' Equity (Capital Deficit)
Balance, October 1, 2000		5,822,174		$	12,149,809	$	118,513	$	(128,038)	$	(11,777,241)	$	363,043
Shares issued for:
	Exercise of stock options		161,430		110,520		-		-		-		110,520
	Finders' fees	170,432			-		-		-		-		-
	Acquisition of subsidiary (Note 2)	2,142,857			375,000		-		-		-		375,000
Net loss			-		-		-		-		(588,271)		(588,271)
Currency translation adjustment			-		-		-		(9,150)		-		(9,150)
Balance, September 30, 2001		8,296,893			12,635,329		118,513		(137,188)		(12,365,512)		251,142
Shares issued for consulting fees (Note 3)		203,704			40,741		-		-		-		40,741
Net loss		-			-		-		-		(472,163)		(472,163)
Balance, June 30, 2002 (Unaudited)		8,500,597		$	12,676,070	$	118,513	$	(137,188)	$	(12,837,675)	$	(180,280)
The accompanying notes are an integral part of these consolidated financial statements.

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Consolidated Interim Statements of Cash Flows (Unaudited - Expressed in US Dollars)
				Three Month Periods Ended June 30			Nine-Month Periods Ended June 30
				2002		2001		2002		2001
Cash provided by (used in)
Operating activities
	Net loss for the period		$	(30,057)	$	(82,057)	$	(472,163)	$	(378,097
	Items not involving cash
		Depreciation and amortization		3,549		11,328		64,676		24,222
		Write-down of goodwill		-		-		239,185		-
		Gain on sales of assets		(2,662)		-		(2,661)		-
		Consulting services paid by shares		-		-		40,741		-
	Net change in non-cash working capital items:
		Receivables		14,683		(11,502)		32,439		7,591
		Prepaid expenses		5,555		-		(5,557)		-
		Accounts payable and accrued liabilities		4,221		20910		76,232		(51,101)
				(4,711)		(61,321)		(27,109)		(397,385)
Financing activities
	Bank overdraft Proceeds from issuance of shares			(5,625) - (5,625)		- 110,520 110,520		5,067 - 5,067		- 110,520 110,520
Investing activity
	Cash acquired on acquisition of subsidiary Net Proceeds from sales of assets			- 11,186 11,186		2,402 - - 2,402		456 11,186 - 11,642		2,402 - 2,402
Increase (decrease) in cash				850		51,601		(10,400)		(284,463)
Translation adjustments				(850)		(54,602)		(349)		(61,880)
Cash, beginning of period				-		10,543		10,051		353,885
Cash, end of period			$	-	$	7,542	$	-	$	7,542
Supplementary information:
	Accrued consulting fees paid by shares Issuance of common stock for acquisition of subsidiary		$ $	- -	$ $	- 375,000	$ $	40,741 -	$ $	- 375,000
The accompanying notes are an integral part of these consolidated interim financial statements.

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
1.	Nature of Business and Ability to Continue as a Going Concern
	The consolidated interim financial statements included herein, presented in accordance with Canadian generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the applicable regulatory authorities. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
	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. It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended September 30, 2001 and notes thereto included in the Company's annual report. The Company follows the same accounting policies in the preparation of the interim reports.
	The Company was incorporated in British Columbia, Canada on August 9, 1984 and since 2000 has been in the business of developing and marketing "clipclop.com", an equine information Internet website which was opened to the public on December 1, 1999. The Internet website serviced the North American equestrian market and the Company generates revenue from advertising and virtual mall hosting services. In June 2002, the website was sold for gross proceeds of $45,000 (Note 11). Following the acquisition of USe-Store, LLC ("USe-Store" a California limited liability company) on June 8, 2001, on November 28, 2001, the Company acquired Entertainment Hosting & Merchandising, LLC (a California limited liability company licensed to sell entertainment industry merchandise. The license expired in June 2002). The Company is now also solely involved in website hosting and the operation of an online shopping mall.
	These consolidated financial statements are stated in US dollars and have been prepared on a going concern basis in accordance with Canadian generally accepted accounting principles, which contemplates the realization of assets and the liquidation of liabilities and commitments in the ordinary course of business. The Company has incurred operating losses in each of the last two fiscal years and the current quarter and has an accumulated deficit of $12,837,675 at June 30, 2002. Additionally, USe-Store, the Company's operating subsidiary acquired in June 2001 has been named as a defendant in a judgment issued by the State of California against related parties in a business venture unrelated to that of USe-Store (Note 10). As a result of this judgment, the Court has appointed a Receiver to act as an agent of the Court. Among other responsibilities, the Receiver assumed full control of USe-Store and has exclusive custody over the assets of USe-Store. To date the defendants have paid the full sum of the penalty and have applied for the removal of the Receiver. Management expects the Receiver to be removed in August 2002, but asserts that while the receivership has not had a material impact on the day-to-day operations of USe-Store, the judgment has had a major impact on the customer base. Should cash flow from existing operations not be sufficient to sustain operations for the next year, the Company has not established a plan to raise debt and equity capital as needed on a private placement basis to finance the operating and capital requirements of the Company. The Company cannot continue its capital expansion and continued development in the e-marketplace and Internet website business without adequate financing being arranged. These factors raise doubt about the Company's ability to continue as a going concern.

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
1.	Nature of Business and Ability to Continue as a Going Concern - Continued
	While the Company is expending its best efforts and is confident it can achieve the above plans, there is no assurance that any such activity will generate sufficient funds for operations.
2.	Acquisitions
		a)	On November 28, 2001, the Company completed the acquisition of 100% of the membership interests of Entertainment Hosting & Merchandising, LLC ("Entertainment Hosting"), a California limited liability company controlled by the Company's president and another officer of the Company in exchange for $100. Entertainment Hosting was effectively inactive at the acquisition date, but with the assignment of the license to operate the Official Ricky Martin Fan Club website was to focus on merchandising and hosting rights in the entertainment industry.
			Concurrent with the closing of this acquisition, Entertainment Hosting secured the world-wide rights to the proceeds and revenues derived from the sale of memberships and products for the Official Ricky Martin Fan Club website. By way of a License Agreement dated March 14, 2000, Ricky Martin Enterprises, Inc. granted a license to the vendor for the exclusive right to certain intellectual property to create and manage the Official Ricky Martin Fan Club and website. Pursuant to an Assignment of Proceeds Agreement dated November 28, 2001 with the original licensee ("the Assignor"), Entertainment Hosting obtained the Assignor's entire right to the proceeds and revenue derived from the sale of any Ricky Martin Fan Club merchandise and memberships on the Ricky Martin website in exchange for, among other things:
			-	the issuance of 125,000 fully vested, non-forfeitable shares of the Company's common stock having a value of $25,000 (based upon the trading price of the Company's common stock on the agreement date) to the assignor. This amount was accrued and initially capitalized as the cost of the license and written off in the period ended March 31, 2002 in conjunction with the license expiry.
			-	the issuance (on January 9, 2002) of 203,704 fully-vested, non-forfeitable shares of the Company's stock having a value of $40,741 (based upon the trading price of the Company's common stock on the agreement date) to a consultant as compensation for the consultant's position as Entertainment Hosting's Senior Vice-President New Talent;
			-	the issuance of an aggregate of 200,000 share purchase warrants exercisable for a period of five years and entitling the holder to acquire common shares (subject to resale restrictions) on a 1:1 basis with 50,000 warrants exercisable at each of $0.25, $0.50, $0.75 and $1 per share; and

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
2.	Acquisitions - Continued
			-	25% commission on sales (after deduction for direct costs) received by Entertainment Hosting from sales of memberships to the Official Ricky Martin Fan Club and from sales of merchandise via the website and any other websites hosted by Entertainment Hosting.
			The common shares issuable to the Assignor have not yet been issued, but $25,000 has been accrued as a liability in these consolidated financial statements based on the trading price of the Company's common stock on the agreement date. No value was assigned to the warrants issued in connection with this assignment in accordance with Canadian GAAP. The issuance of common stock to the consultant was recorded as an expense in these consolidated financial statements.
			The agreement between the Company and the Assignor expires in November 2004, subject to thirty days written notice.
			The license authorized the Company to create, design, produce, manufacture and sell merchandise containing intellectual property of Ricky Martin for a period expiring on March 14, 2002. The assignor was required to make certain payments under the terms of the agreement amounting to approximately 30% of revenue generated from the agreement. In March 2002, the license expired without renewal and the agreement was terminated.
			During the nine-month period ended June 30, 2002, the license has been fully amortized.
			The transaction to acquire Entertainment Hosting was accounted for using the purchase method of accounting and was recorded as follows:
			Purchase price			$	100
			Net assets acquired
					Total assets		456
					Total liabilities		-
			Excess			$	(356)
			Excess of fair value of assets acquired and liabilities assumed was charged against current assets.
		b)	On June 8, 2001, the Company closed a Share Purchase Agreement dated April 19, 2001 with the members of USe-Store, LLC (a California limited liability company organized on June 22, 2000) to purchase 100% of the issued and outstanding capital of USe-Store, LLC in exchange for the issuance of 2,142,857 non-forfeitable, fully-issued common shares of the Company. USe-Store, LLC operates a media-advertised online mall whose clients link their websites to Use-Store's mall.

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
2.	Acquisitions - Continued
			The transaction was accounted for using the purchase method of accounting and was recorded as follows: The operations of Use-Store, LLC are included in the 2001 and 2002 consolidated financial statements from June 8, 2001 (date of acquisition) to June 30, 2002.
			Purchase price
				2,142,857 common shares issued					$	375,000
			Net assets acquired
				Total assets						75,978
				Total liabilities						-
										75,978
			Goodwill						$	299,022
			The value assigned to the common shares issued was recorded at a 50% discount to the trading value of the common shares to provide a reasonable estimate of the value for the transaction given the quantity of shares issued and market activity in the Company's common shares at the acquisition date.
		Goodwill amortization of $30,502 (2001 - $4,984) based on an estimated useful life of five years was recorded in the nine months ended June 30, 2002. At March 31, 2002, the Company wrote down $239,185 of goodwill due to the continuing losses from operations and concern regarding the future viability of the Company. The goodwill was written down to $10,000 representing the estimated fair value of the goodwill at that date. Goodwill is continuing to be amortized over the remaining estimated useful life of approximately four years. Amortization expense of $600 was recorded in the three-month period ended June 30, 2002 leaving a net book value at June 30, 2002 of $9,400 (September 30, 2001 - $279,087).
		Pro-forma information assuming the acquisitions occurred on October 1, 2000 is as follows:
					For the Nine-Month Periods Ended June 30
						2002		2001
				Revenue	$	845,101	$	296,198
				Loss for the period	$	(472,163)	$	(288,127)
				Loss per share	$	(0.06)	$	(0.05)

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
3.	Share Capital
	On August 14, 2001, the Company consolidated its common shares on a seven to one basis. All references in these financial statements to the number of shares are stated on a post-consolidation basis. Per share amounts have been restated for the share consolidation.
	On January 9, 2002, the Company issued an aggregate of 203,704 common shares at $0.20 per share for a total value of $40,741 based upon the trading price of the Company's common stock on the date of agreement of which 92,593 shares were issued to a consultant pursuant to the Assignment of Proceeds Agreement dated November 28, 2001 for an aggregate value of $18,519 as compensation for the position of Senior Vice-President New Talent (Note 2). The remaining 111,111 shares were issued to another consultant pursuant to the consulting agreement for an aggregate value of $22,222, which is amortized over the service period, of which $16,665 is expensed in the nine-month period ended June 30, 2002.
4.	Stock Options and Warrants
	a)	Stock Options
		On January 24, 2001, the Board of Directors approved the 2000 Incentive and Non-Qualified Stock Option Plan ("the Plan") for directors, officers, employees, and any related corporations. The maximum number of common shares to be issued under the Plan was 714,286 shares of common stock, provided that the number of common shares that may be reserved for exercise of options granted to any person shall not be at any given time more than 5% of the Company's issued shares. Under the Plan, stock options are granted at the discretion of the Board of Directors. Options granted must be exercised no later than ten years (five years in the case of an incentive stock option granted to a holder of 10% of the Company's common stock) after the date of the grant or such lesser periods, as regulations require, unless otherwise specified. Unless otherwise specified, options granted vest at the rate of not less than 25% per year such that they are fully vested on the date which is no later than four years after the date of grant. The aggregate fair market value of the common stock with respect to exercising of incentive options by a holder shall not exceed $100,000 per calendar year. For incentive options or any options granted to qualified employees, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to a holder of more than 10% of the Company's common stock, the option price must not be less than 110% of the market value of the common stock on the grant date.)

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
4.	Stock Options and Warrants - Continued
		The following table summarizes the number of common shares, options granted and the weighted average exercise price thereof:
						Number of Options				Weighted Average Exercise Price		Weighted Average Fair Value of Options Granted
		Number of options outstanding, October 1, 2000				439,033			$	1.68
		Granted				800,000			$	0.41		$		0.25
		Exercised				(161,430)			$	0.68
		Cancelled				(87,603)			$	1.21
		Number of options outstanding, September 30, 2001				990,000			$	0.96
		Granted				3,925,000			$	0.18		$		0.01
		Cancelled and expired				(1,067,858)			$	0.47
		Number of options outstanding, June 30, 2002				3,847,142			$	0.24
		Number of options exercisable, June 30, 2002				2,287,142			$	0.29
		Number of options exercisable, September 30, 2001				632,857			$	0.75
		Of the options granted during the nine-month period ended June 30, 2002, 1,935,000 were vested immediately on the grant date and 30,000 were vested on June 18, 2002. 1,960,000 will vest on various dates from October 18, 2002 to February 18, 2003.
		All options granted during the year ended September 30, 2001 were immediately exercisable except for 714,286 options granted in fiscal 2001 which vested 50% on the grant date with the remaining 50% vested on January 1, 2002.
		Stock options outstanding at June 30, 2002 are summarized as follows:
		Outstanding						Exercisable
		Range of Exercise Prices	Number of Options	Weighted Average Months Remaining To Expiry			Weighted Average Exercise Price	Number of Options					Average Exercise Price
		$0.13 - $0.18	3,125,000	112.1	$		0.18	1,565,000			$		0.18
		$0.35	585,714	105.7	$		0.35	585,714			$		0.35
		$0.67 - $1.75	114,999	70.7	$		1.05	114,999			$		1.05
		$1.89 - $5.32	21,429	11.5	$		2.57	21,429			$		2.57
			3,847,142					2,287,142

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
4.		Stock Options and Warrants - Continued
	b)		Warrants
			A summary of the changes in share purchase warrants from October 1, 2000 to June 30, 2002 was as follows:
							Number of Warrants			Weighted Average Exercise Price
			Outstanding, October 1, 2000				1,004,686		$	1.94
			Expired				(161,615)		$	1.33
			Outstanding, September 30, 2001				843,071		$	2.03
			Granted (Notes 2 and 9)				825,000		$	0.42
			Outstanding, June 30, 2002				1,668,071		$	1.25
		All warrants outstanding at June 30, 2002 were exercisable and are summarized as follows:
				Range of Exercise Prices	Number of Warrants	Weighted Average Months Remaining to Expiry Date			Weighted Average Exercise Price
				$0.18 - $0.36	481,250	52		$	0.23
				$0.50 - $1.00	343,750	52		$	0.70
				$1.75	535,928	4		$	1.75
				$2.73	307,143	10		$	2.73
					1,668,071

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
5.	General and Administrative Expenses
		For the nine-Month Periods Ended June 30
			2002		2001
	Bank charges	$	25,849	$	3,284
	Courier		3,460		4,877
	Filing fees		12,445		6,825
	Insurance		16,323		2,385
	Office and miscellaneous		13,725		13,220
	Rent		36,484		11,234
	Salaries		196,846		-
	Telephone		18,061		9,494
	Travel		4,772		9,339
	Vehicle		7,576		2,313
		$	335,541	$	62,971

6.	Website Maintenance and Software Research Expenses
		For the Nine-Month Periods Ended June 30
			2002		2001
	Consulting	$	56,240	$	77,197
	Salaries		30,194		98,460
	Research services		28,555		-
	Other		4,254		2,186
		$	119,243	$	177,843

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
7.	Segmented Information
	With the acquisition of USe-Store, LLC and Entertainment Hosting and Merchandising, LLC, the Company operates in two segments: equine related information and software licensing (Canada) and the operation of an online mall and entertainment merchandising (United States) based on a subsidiary location. Entertainment Hosting was inactive during the quarter ended June 30, 2002. The significant accounting policies for the segments are the same as those described in the Summary of Significant Accounting Policies to September 30, 2001 consolidated financial statements. Information on the Company's segments is as disclosed below.
			For the Nine-Month Periods Ended June 30
				2002		2001
	Revenues
		United States	$	838,832	$	79,058
		Canada		298,799		52,032
				1,137,631		131,090
		Less: intersegment revenue to Canada		(292,530)		33,220
			$	845,101	$	97,870
	Loss from operations
		United States	$	(187,938)	$	(14,337)
		Canada		(20,391)		(365,418)
				(208,329)		(379,755)
		Interest and other income		5,853		5,684
		Write-down of goodwill		(239,185)		-
		Amortization of goodwill		(30,502)		(4,984)
	Net loss for the period		$	(472,163)	$	(379,055)

	Capital expenditures
		United States	$	25,000	$	-

June 30, 2002 and 2001
7.	Segmented Information - continued
				June 30 2002		September 30 2001
	Total assets
		United States	$	46,203	$	82,987
		Canada		44,692		331,039
			$	90,895	$	414,026
	Property and equipment
		Canada	$	27,080	$	44,778

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
8.	Related Party Transactions
	Related party transactions not disclosed elsewhere in these financial statements are as follows:
	a)				During the nine-month period ended June 30, 2002, $182,238 (2001 - $Nil) was paid to a company controlled by a common director for client referral services and administration fees. Such amounts are presented in these financial statements as costs of revenue.
	b)				During the nine-month period ended June 30, 2002, $25,132 (2001 - $Nil) was paid to a director and his company as compensation for management services.
	c)				An amount of $46,432 is due to companies controlled by directors at June 30, 2002 (2001 - $Nil).
	Except as otherwise noted, these transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
9.			Commitments
			During the nine-month period ended June 30, 2002, the Company entered into various additional short-term cancelable consulting agreements. Aggregate consideration under these agreements includes:
			-	the issuance of 275,000 fully-vested, non-forfeitable shares of common stock (including 75,000 shares to an individual related to the Company's president). To date, these shares have not been issued;
			-	the issuance of 625,000 share purchase warrants (including 125,000 share purchase warrants issued to an individual related to the Company's president) exercisable for a period of five years and entitling the holder to acquire common shares (subject to some resale restrictions) on a 1:1 basis at a weighted average exercise price of $0.38; and
			-	20% commission on sales (after deduction for direct costs) received by Entertainment Hosting from sales of memberships to the Official Ricky Martin Fan Club and from sales of merchandise via the website and any other websites hosted by Entertainment Hosting. As the Ricky Martin license agreement expired, the commitment related to the consulting agreement is no longer applicable.
10.		Contingent Liability
		On November 14, 2001, the Company's California subsidiary (USe-Store), the Company's president and six other companies related to the Company's president (collectively "the Defendants") were named in a civil complaint by the State of California alleging false advertising and unfair competition by the sale of a seller's assisted marketing plan and endless chain scheme. The State of California obtained a temporary restraining order against the Defendants related to the seller's assisted marketing venture, unrelated to the business activities of USe-Store. In connection therewith a temporary receiver was appointed for USe-Store by the State of California to act as an agent of the Court. Among other responsibilities, the Receiver assumed full control of USe-Store and has exclusive custody over the assets of USe-Store.

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
10.	Contingent Liability - continued
	On December 27, 2001, a Stipulated Final Judgment and Permanent Injunction was filed between the Defendants and the State of California whereby the Defendants agreed, among other things, to comply with California law relating to unfair competition, false advertising, endless chain schemes, seller assisted marketing plans and consumer protection statutes. The Defendants were also required to pay the State the sum of $250,000 with $80,000 due immediately and the balance payable in monthly installments starting on January 20, 2002 until fully paid in June 2002. All installments were paid. The Defendants have begun the process of removing the receivership. The Defendants were also responsible for paying to the State any amounts recovered on claims against another company. USe-Store is jointly and severally liable in relation to the terms of the judgment. Additional terms of the injunction included the following:
	-	the Receiver will continue to act with the full power in accordance with the terms of the Temporary Restraining Order, with his fees to be paid by the Defendants;
	-	the Receiver must approve all payments of greater than $50,000;
	-	control of USe-Store cannot change hands during the period of receivership;
	-	a compliance monitor was appointed by the State of California to enforce terms of the injunction, for a fee not exceeding $6,500 per month. As of June 30, 2002, the compliance monitor position was terminated;
	-	the Defendants were required to provide the compliance monitor with $10,000 constituting a "compliance fund" for the compliance monitor to issue refunds on seller assisted marketing plan purchases made after November 14, 2001 and to replenish the fund, if necessary. As of June 30, 2002, the bank account has been closed and the excess has been returned to the Company.
	USe-Store shall remain under receivership and the compliance monitor for a period of not less than 180 days from December 27, 2001. At any time thereafter, the Receiver may move the Court to terminate the receivership and compliance monitor upon showing regular proof, consistent compliance by the defendants with the Order and the implementation of appropriate controls and preventative measures to effect ongoing compliance. In absence of such a motion, the receivership and compliance monitor will remain in place indefinitely. Management expects the receivership to be terminated upon payment of the final penalty installment in August 2002 and does not expect USe-Store to absorb any portion of the costs and penalties set out in the stipulated judgment. All installments have been paid by the Defendants. No amounts have been recognized in these financial statements in connection with this matter. The Defendants have applied for the removal of the Receiver. At the date of these financial statements the ultimate outcome of this uncertainty regarding USe-Store is indeterminable. Losses to the Company, if any, will be recorded in the period they become probable. As of June 30, 2002, all payments have been made by the other defendants.

11.	Disposal of Assets
	In June 2002, the Company sold the clipclop.com website for gross proceeds of $45,000. The terms of the agreement required a $10,000 downpayment (which the Company received) and the balance to be paid in seven equal monthly installments. The carrying value of the disposed assets on the balance sheet is $Nil and income is being recognized as the installments are received. For the nine-month period ended June 30, 2002, income of $10,000 has been recognized.
12.	United States Generally Accepted Accounting Principles
	The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") which, in the case of the Company, conform in all material respects with those of the United States ("US GAAP") and with the requirements of the Securities and Exchange Commission ("SEC"), except as follows:
	a)	Under Canadian GAAP, no compensation expense was recorded on granting of stock options and warrants to consultants during the nine-month periods ended June 30, 2002 and 2001
		Under US GAAP, Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation", requires the Company to record compensation to "non-employees" using the fair value based method prescribed therein. Compensation expense to non-employees is determined using the Black-Scholes option pricing model with the following weighted average assumptions. The values assigned to these options and warrants are amortized on a straight-line basis over the period from the grant date to the date the options and warrants vest. If the options vest immediately and are for prior services, the expense is recorded on the grant date.
		Assumptions		2002
		Risk-free interest rate		4.84%
		Dividend yield		Nil
		Volatility factor of the expected market price of the
			Company's common shares	100%
		Weighted average expected life of the options (months)		60
		In respect of 3,000,000 stock options issued to non-employees during the nine months ended June 30, 2002, $7,315 (2001 - $Nil) of compensation expense was recorded under SFAS No. 123.
		The weighted average fair value of stock options granted to non-employees during the nine months ended June 30, 2002 was $0.002 (2001 -$Nil) per option.
		In respect of warrants, $48,508 (2001 - $Nil) was recorded as compensation expense in accordance with US GAAP and an additional $10,319 would be recorded as additional cost of the license acquired in November 2001 which was fully amortized during the nine-month period ended June 30, 2002. The weighted average fair value of warrants granted during the nine-months ended June 30, 2002 was $0.13 (2001 - $Nil).

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
12.	United States Generally Accepted Accounting Principles - Continued
	b)	Under Canadian GAAP, the value assigned to the common shares of the Company issued in June 2001 in connection with the acquisition of USe-Store, LLC was $375,000 based upon the discounted trading value of the Company's common stock at the date of acquisition. Under US GAAP, no discount to the quoted market price of the Company's common shares issued on acquisition would be permitted. Under US GAAP additional goodwill of $375,000 would be recorded and amortized over its useful life. Additional amortization of $37,500 (2001 - $6,250) would be recorded in the nine-months ended June 30, 2002 in accordance with US GAAP. The amount for the write-off of goodwill at March 31, 2002 under US GAAP would be $551,685 (2001 - $Nil). Subsequent to write-down, amortization expense of goodwill under Canadian GAAP equals US GAAP.
	c)	Under Canadian GAAP, the Company charged to expense in 2000 the cost of acquiring from a director the clipclop.com internet website and certain intellectual property and intangible assets due to concern over the recoverability of the acquired assets. Included in the cost was $866,750 being the value assigned to the Company's common stock based on the trading price on the acquisition date. Under US GAAP, such a transaction would be recorded using the carryover basis whereby the cash payment of $3,467 would be recorded as a distribution against the Company's contributed capital and the value assigned to the common stock would be $Nil. Share capital under US GAAP would be $12,184,320 at and June 30, 2002 (September 30, 2001 - $12,143,579).
	d)	US GAAP requires the Company to present comprehensive income in accordance with SFAS No. 130, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income comprises net income (loss) and all charges to stockholders' equity except those resulting from investments by owners and distribution to owners.
	e)	Under Canadian GAAP, the Company is permitted to present goodwill amortization as a separate line item below the loss from operations. Under US GAAP, goodwill amortization is presented as an operating expense. The effect of different classifications would be to increase the Company's loss from operations (before considering other US-Canadian GAAP differences above) for the nine months ended June 30, 2002 from $202,476 (2001 - $374,071) under Canadian GAAP to $232,978 (2001 - $379,055) under US GAAP.

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
12.	United States Generally Accepted Accounting Principles - Continued
		The impact of these differences is summarized as follows:
							For the Nine-Month Periods Ended June 30
										2002			2001
		Net loss per Canadian GAAP					$			(472,163)		$	(379,055)
		Stock option compensation (a)								(7,315)			-
		Warrant compensation (a)								(48,508)			-
		Amortization of license (a)								(10,319)			-
		Amortization of goodwill (b)								(37,500)			(6,250)
		Additional write-down of goodwill (b)								(312,500)			-
		Net loss per US GAAP					$			(888,305)		$	(385,305)
		Loss per share in accordance with
					US GAAP		$		(0.11)			$	(0.06)
				The components of comprehensive loss are as follows:
								Nine Months Ended June 30
								2002						2001
				Net loss in accordance with US GAAP		$		(888,305)			$			(385,305)
				Currency translation adjustment				-						6,352
				Comprehensive loss (d)		$		(888,305)			$			(378,953)
			The impact of the above-noted differences have no impact on total stockholders' equity (capital deficit).

Worldwide Technologies Inc. (formerly Clipclop.com Enterprises Inc.) Notes to the Consolidated Interim Financial Statements (Unaudited - Expressed in US Dollars)
June 30, 2002 and 2001
12.			United States Generally Accepted Accounting Principles - Continued
		New US GAAP Accounting Pronouncements
		In June 2001, the Financial Accounting Standards Board finalized SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that the Company recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.
	SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS 142 requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. The Company is also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142.
	The Company's previous business combinations were accounted for using the purchase method. Currently, the Company is assessing but has not yet determined how the adoption of SFAS 141 and SFAS 142 will impact its US GAAP financial position and results of operations.
	In October 2001, the Financial Accounting Standards Board issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and, generally, is to be applied prospectively. The implementation of this new standard is not expected to have a material effect on the Company's financial statements.
	Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections: ("SFAS 145") becomes effective for the Company in July 2002. The adoption of SFAS 145 will require that losses on early extinguishment of debt be included in continuing operations rather than as an extraordinary item.
	Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146") provides guidance on the recognition and measurement of liabilities for costs associated with exit or disposal activities. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002.
	The Company is currently reviewing SFAS 145 and 146 to determine the impact upon adoption.

Item 2. Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, level of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this quarterly report, the terms "we", "us", "our" and "Worldwide" mean Worldwide Technologies Inc., unless otherwise indicated. All dollar amounts refer to US dollars unless otherwise indicated. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

General Overview

Through our wholly owned subsidiary, USe-Store Worldwide, LLC, we are involved in the operation of an online mall. USe-Store's clients link their websites to USe-Store's media advertised online mall. If they do not have a website, then they are offered the ability to purchase a website directly from USe-Store, which they can then link to USe-Store's online mall. Their websites can be maintained personally or can be maintained by USe-Store's technical staff. In addition, we sell entertainment and software products through our subsidiary, Promark Software Worldwide, Inc.

Our online mall services permit small businesses to obtain and manage websites for their individual business, list them on our branded website malls and help drive traffic to their individual sites. All are designed to be user friendly as well as being robust and as high tech as our customers need. We provide web building customer service that allows our customers a live person to talk to during business hours. We have extended our online offerings to include internet service provider service nation wide, online email, monthly newsletters and the sale of banner advertising. Through our acquisition of USe-Store, we provide a user-friendly website builder, backed by our customer service department, which assists most merchant types in establishing their web presence.

On November 28, 2001, we acquired all of the membership interests in Entertainment Hosting & Merchandising, LLC pursuant to a Purchase Agreement between our company, Jonathan Severn, Gregg Schlender and Entertainment Hosting & Merchandising, LLC. Jonathan Severn and Gregg Schlender are directors and/or officers of our company and were the only two persons owning membership interests in Entertainment Hosting & Merchandising, LLC. Following the acquisition, Entertainment Hosting & Merchandising, LLC became a wholly owned subsidiary of our company. Entertainment Hosting & Merchandising, LLC was inactive at the time of the acquisition.

Shortly after closing of the acquisition, Entertainment Hosting finalized a contract pursuant to which it secured the worldwide rights to the proceeds and revenues derived from the sale of memberships and products for the official Ricky Martin Fan Club website. By way of a License Agreement, dated March 14, 2000, between Ricky Martin Enterprises, Inc., as licensor, and Jesdan Entertainment Corp., as licensee, Ricky Martin Enterprises, Inc. agreed to license to Jesdan Entertainment the exclusive right to certain intellectual property to create and manage the Official Ricky Martin Fan Club and website. To June 30, 2002, no significant revenue was generated from the operation of this website. The License Agreement expired on March 14, 2002 and was extended until June 14, 2002. While an offer to renew was extended by Jesdan Entertainment to Entertainment Hosting, our company elected not to renew the contract as additional compensation was payable to Jesdan Entertainment for the renewal while little or no revenue was generated from the website and this relationship. As of June 14, 2002, Entertainment Hosting is currently inactive.

Substantially all of our revenues for the quarter ended June 30, 2002 consist of hosting fees and advertising sales generated by USe-Store and other referrals including click-throughs from our equine-related clipclop.com website. Hosting revenue is derived from merchants or businesses using our website as well as receiving a small advertising fee to be in our online malls. Other revenue is recognized when customers pay a nominal hourly rate for special customizations or by paying additional hosting fees for upgraded website products. Our merchants can also pay for additional advertising and banner ad space.

Our equine division (clipclop.com) generated minimal operating revenue during the nine-month period ended June 30, 2002. Management has attempted to increase revenue through several strategic alliances and marketing efforts since assuming control last year. On June 10, 2002, after serious review and analysis of the current economic situation of clipclop.com, management entered into an agreement for the sale of all intellectual property of clipclop.com. Under the terms of the agreement, Worldwide Technologies, Inc. will receive $45,000 over the next seven months. Management has allocated the proceeds from the sale of clipclop.com to pay for our outstanding payables.

On May 31, 2002, the lease on the office space in Vancouver, British Columbia expired. Management did not renew the lease, and as such, closed the office. All the hosting equipment was moved to a co-location facility. A system administrator has been hired under contract on an hourly basis to maintain the hosting equipment. All current administrative and technical services are provided out of the Ventura county office of USe-Store, LLC.

The acquisition of USe-Store was accounted for using the purchase method of accounting. Because of the change in our business focus during 2001 in connection with this acquisition, our operating results have changed significantly in 2002. Additionally, while management believed that the enforcement proceedings taken by the State of California (see the section entitled Part II, Item 1 - Legal Proceedings below) would not have a material effect on the USe-Store revenue and growth, actual decreases in hosted customers and the inability to find new marketing avenues, exceeded management's expectations (See the section entitled RISK FACTORS below).

Our financial statements are stated in US dollars and are prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") as required by securities laws in British Columbia and are reconciled to US generally accepted accounting principles ("US GAAP"). Canadian GAAP is followed for the purposes of the discussion below on the results of operations and capital resources. Readers are referred to Note 9 of our unaudited consolidated financial statements, included as part of this quarterly report on Form 10-QSB, for a description of the significant differences between Canadian GAAP and US GAAP and the impact on the results of operations and financial condition. Additionally, in August 2001 we obtained shareholder approval to consolidate our common shares on a seven-for-one basis. All references to common shares issued prior to the share consolidation in this discussion have been restated to reflect the share consolidation.

Results Of Operations

To date we are still in our infancy as a viable commercial entity and consequently our focus to this point has been on the corporate organization and acquisitions, product development, identification of market needs, branding and the development and implementation of an overall marketing program. To June 30, 2002, we have incurred regular operating losses and, prior to the acquisition of USe-Store, LLC, we had no significant source of revenue. USe-Store Worldwide, LLC, our operating subsidiary, acquired in June 2001, has also been named as a defendant in a lawsuit issued by the State of California against related parties in a business venture unrelated to that of USe-Store (see Part II, Item 1 - Legal Proceedings below). As a result of this stipulated judgment and injunction obtained by the State of California, the Court has appointed a receiver to act as an agent of the Court. Among other responsibilities, the receiver has assumed full control of USe-Store and has exclusive custody over the assets of USe-Store. Management expects the receiver to be removed as of the end of August or September, 2002. Despite our expectations, there are no assurances that we can continue to generate or grow our revenues or that we will be able to generate further funds for our continued operations. Should we be unable to continue to generate sufficient revenues or generate further funds, our business, continued operations and future success may be adversely affected. Accordingly, our consolidated financial statements contain note disclosures describing the circumstances that lead there to be doubt over our ability to continue as a going concern. In their report on the audited consolidated financial statements for the year ended September 30, 2001, our independent auditors included an explanatory paragraph regarding our ability to continue as a going concern.

Quarter ended June 30, 2002 compared to the quarter ended June 30, 2001

We incurred a net loss of $30,057 for the 3-month period ended June 30, 2002 compared to a net loss of $82,057 for the 3-month period ended June 30, 2001. Discussion and analysis related to significant activities undertaken during the periods is set out below.

Revenues

Revenue for the quarter ended June 30, 2002 ("Quarter 2002") was $194,382, an increase of $113,618 over $80,764 recognized as revenue for the quarter ended June 30, 2001 ("Quarter 2001"). Substantially all of Quarter 2002 revenue pertains to hosting fees and advertising sales from USe-Store. Hosting revenue is derived from merchants or businesses using our website products as well as receiving a small advertising fee to be in our online malls. Other revenue is recognized when customers pay a nominal hourly rate for special customizations or by paying additional hosting fees for upgraded website products. Our merchants can also pay for additional advertising and banner ad space. The majority of our revenue is earned on a month-to-month basis. We expect that future revenue will decrease as a result of the sale of clipclop.com, the non-renewal of the Ricky Martin contract, and the decrease in hosted customers on USe-Store.

Gross Profit

Gross profit for Quarter 2002 was $175,422, substantially all of which was generated from hosting fees and advertising sales from USe-Store. Gross profit for Quarter 2001 was $22,941. Direct cost of revenues generated from hosting fees and advertising sales of $18,960 in Quarter 2002, approximately 10% of revenue, consisting primarily of costs associated with customer support, site operations and administration related to the operation of USe-Store. The costs include compensation and commissions, employee and facilities cost for customer support and site operations personnel and internet service provider connectivity charges. The decline in our cost of revenue, and corresponding increase in gross profit, is in a large part due to the discontinuance of certain referral fees paid in the fiscal year 2001 amounting to 15-20% of our revenue. Cancellation of the agreement did not result in any termination penalty or costs to our company.

Advertising and promotion

Advertising expenses declined by $3,310 from $3,310 in Quarter 2001 to $Nil in Quarter 2002. These expenses decreased due to our reduced activity.

Investor relations and website promotion

Investor relations and website promotion expenses decreased by $14,262 from $15,509 in Quarter 2001 to $1,247 in Quarter 2002, as a result of our decreased activity and our inability to raise further financing to carry out our business plan.

General and administrative

General and administrative expenses increased by $78,237 from $20,990 in Quarter 2001 to $99,227 in Quarter 2002 primarily due to acquisition of Use-store, LLC. Further, we issued 125,000 stock options in the quarter ended March 31, 2002 to compensate key management personnel and consultants for services rendered to date. Under Canadian generally accepted accounting principles (Canadian GAAP), no value is assigned to the options and warrants issued in connection with these agreements. Readers are referred to Note 11 of the consolidated interim financial statements to review the effect of valuing the warrants under United States generally accepted accounting principles (United States GAAP).

Professional fees

Professional fees increased by $67,675 from $17,228 in Quarter 2001 to $84,903 in Quarter 2002 substantially due to professional services previously performed in-house have now been out-sourced.

Website Maintenance and Software Research

Website maintenance and software research expenses decreased by $15,328 from $37,208 in Quarter 2001 to $21,880 in Quarter 2002 primarily due to the sales of Clipclop website in June 2002. Furthermore, Entertainment Hosting elected not to renew the Assignment of Proceeds Agreement through which we operated the Official Ricky Martin website and accordingly, we have discontinued operation of that website.

Amortization of Goodwill

Goodwill amortization expense of $600 was recorded in Quarter 2002 as a result of the acquisition in June 2001 of USe-store, LLC. This amount reflects a write down of goodwill to $10,000 in the previous quarter. Management believes this represents the accurate value of USe-Store at the current economic situation. The Canadian Institute of Chartered Accountants has released a new accounting pronouncement (similar to SFAS 142 in the United States), which will affect our future accounting for the goodwill recorded on this acquisition. New Section 3062 of the CICA Handbook requires the recognition of intangible assets at cost apart from goodwill. Any such intangible assets will be amortized over their estimated useful life except for intangible assets that are determined to have an indefinite useful life which are to be tested at least annually for impairment. New CICA Section 3062 also requires companies to cease amortization of goodwill but instead test goodwill for impairment at least annually. This section applies for our fiscal year commencing October 1, 2001. We have not yet assessed the impact on our financial statements of the adoption of these new requirements.

Liquidity And Capital Resources

Our principal capital requirements to date have been to fund the acquisition of our current businesses and the continued development of our products and marketing activities surrounding our products. Since inception, we have financed operations and acquisitions primarily with equity and expect to continue to do so to a significant degree as management does not foresee in the reasonable future, operating revenue being sufficient to cover overhead.

We incurred a net loss of $472,163 for the nine-month period ended June 30, 2002 compared to a net loss of $379,055 for the nine-month period ended June 30, 2001. Included in the loss for the nine-month period ended June 30, 2002 are expenses totaling $40,741 related to the issuance of stock compensation. Net cash used in operating activities was $27,109 in the nine-month period ended June 30, 2002 compared to net cash used in the nine-month period ended June 30, 2001 of $397,385.

Net cash provided in investing activities was $11,642 in the nine-month period ended June 30, 2002 compared to net cash provided in the nine-month period ended June 30, 2001 of $2,402. Included in the net cash provided in investing activities in the nine-month period ended June 30, 2002 are proceeds of $10,000 from the sales of Clipclop website.

Net cash provided by financing activities was $5,067 in the nine-month period ended June 30, 2002 compared to $110,520 in the nine-month period ended June 30, 2001. All of the net cash provided in the nine-month period ended June 30, 2002 was generated through a small bank overdraft and all of the net cash provided in the nine-month period ended June 30, 2001 was generated from the proceeds through issuance of common stock of the company. Much of our financing in the nine-month period ended June 30, 2002 was done through the issuance of options and warrants and entering into agreements obligating our company to issue stock in connection with the investing and operating activities described above. In the nine-month period ended June 30, 2002, we entered into agreements requiring us to issue 603,704 shares of our common stock and 825,000 share purchase warrants. All the warrants have been issued and 203,704 shares of our common stock were issued in January 2002. We also granted 3,925,000 stock options to key management personnel and consultants during the period as compensation for services rendered in order to preserve cash flow. In our early stage of operations, we expect to use equity instruments to finance much of our business activity to allow recipients to participate in the growth of our company and to preserve cash for operational needs.

During the twelve months ended June 30, 2003, we expect to have to spend approximately $900,000 to operate our business. Of this amount, $132,000 is required for further website development and continued maintenance, $72,000 is required to enhance our marketing program and to continue to develop our brand name and $144,000 is required for an investor relations program. The remaining $552,000 is required to support general corporate expenses. We do not believe that existing cash and cash expected to be generated from operations will be sufficient to fund our operating activities, capital expenditures and other obligations for the foreseeable future. Management is currently exploring other options to support the required cashflow, including, but not limited to, the possible sale or liquidation of USe-Store, LLC. However, if during that period or thereafter we are not successful in generating sufficient cash flow from operations or in raising additional capital when required in sufficient amounts and on terms acceptable to us, our business and continued operations will be adversely affected and these factors raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors' report on the September 30, 2001 audited financial statements, which form part of our annual report on Form 10-KSB filed on January 29, 2002.

New Accounting Pronouncements

In June 1998, the United States Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000.

Historically, we have not entered into derivatives contracts either to hedge existing risks or for speculative purposes. Accordingly, adoption of the new standards did not affect our consolidated financial statements.

In June 2001, the Financial Accounting Standards Board finalized FASB Statements No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that we recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142 that we reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that we identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS 142 requires us to complete a transitional goodwill impairment test six months from the date of adoption. We are also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142.

Our previous business combinations were accounted for using the purchase method. Currently, we are assessing but have not yet determined how the adoption of SFAS 141 and SFAS 142 will impact its US GAAP financial position and results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and, generally, is to be applied prospectively. The implementation of this new standard is not expected to have a material effect on our consolidated financial statements.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outline below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our common shares are considered speculative during our search for a new business opportunity. Prospective investors should consider carefully the risk factors set out below.

WE ARE AN EARLY STAGE COMPANY AND HAVE NOT EARNED ANY SIGNIFICANT REVENUES SINCE THE IMPLEMENTATION OF OUR VARIOUS WEBSITES WHICH MAKES IT DIFFICULT TO EVALUATE WHETHER WE WILL OPERATE PROFITABLY.

We are an early stage company which is primarily involved in the operation of our websites, our Promark website, which markets our educational, personal computer-based software and our USe-Store website, which allows USe-Store's clients to list their websites in USe-Store's media advertised online. We are involved in a relatively new business, having launched our Promark websites initially on December 1, 1999 having acquired USe-Store's issued and outstanding memberships in June 2001, and Entertainment Hosting's issued and outstanding memberships in November 2001. As a result, we do not have a historical record of sales and revenues nor an established business track record from the operation of our business.

To June 30, 2002, we have incurred regular operating losses and, prior to the acquisition of USe-Store, LLC had no significant source of revenue. USe-Store Worldwide, LLC, our operating subsidiary acquired in June 2001 has also been named as a defendant in a judgment issued by the State of California against related parties in a business venture unrelated to that of USe-Store (see Part II, Item 1 - Legal Proceedings below). As a result of this judgment, the Court has appointed a receiver to act as an agent of the Court. Among other responsibilities, the receiver has assumed full control of USe-Store and has exclusive custody over the assets of USe-Store. Management expects the Receiver to be removed in August 2002 and although we believe that the receivership has not had a material impact on the day-to-day operations of USe-Store, we believe it has had a significant impact on the revenues generated by USe-Store because of the decrease in the number of hosted customers.

Unanticipated problems, expenses and delays are frequently encountered in ramping up sales and launching new businesses. Our ability to successfully develop our website and to generate significant operating revenues will depend on our ability to successfully develop and maintain brand names for each of our websites and to attract new and maintain old users of our websites. Current opportunities do not appear as if they are going to be successful.

Given our limited operating history, operating losses and other factors set out above, there can be no assurance that we will be able to achieve our goals and develop a sufficiently large user base of our websites to be profitable. It is management's intention not to continue to finance planned capital expansion and continued development in the e-marketplace and Internet website business. These factors raise substantial doubt about our company's ability to continue as a going concern as described in an explanatory paragraph to our independent auditors' report on the September 30, 2001 audited financial statements. The future of our company will depend upon our ability to obtain adequate financing and continuing support from stockholders and creditors and to achieve and maintain profitable operations. To the extent that we cannot achieve our plans and generate revenues that exceed expenses on a consistent basis and in a timely manner, our business, results of operations, financial condition and prospects would be materially adversely affected.

CURRENT REVENUE DOES NOT COVER CURRENT OPERATING EXPENSES

The current revenue of the company does not cover the current operating expenses and management does not foresee a change in the situation in the foreseeable future. Management does not intend on financing the deficit. Several opportunities are being explored to increase revenue or decrease costs. Operations in Canada have been terminated as of May 31, 2002. If none of management opportunities come to fruition, the sale or termination of operations may occur.

USe-Store, LLC is the only operating entity remaining in Worldwide Technologies, Inc. As such, the termination of this operation would cause the inactivity of Worldwide Technologies, Inc. from an operating entity standpoint.

WE MUST DEVELOP A MARKETING AND SALES PROGRAM TO GENERATE ANY SIGNIFICANT REVENUES

We will be required to develop a marketing and sales campaign that will effectively demonstrate the advantages of our websites, services and products. We may also elect to enter into agreements or relationships with third parties regarding the promotion or marketing of our websites, products and services. There can be no assurance that we will be able to establish adequate sales and marketing capabilities, that we will be able to enter into marketing agreements or relationships with third parties on financially acceptable terms or that any third parties with whom we enter into such arrangements will be successful in marketing and promoting our websites, products and services.

OUR SUCCESS IS DEPENDENT UPON THE ACCEPTANCE OF OUR COMPANY, OUR WEBSITES AND OUR BUSINESSES

Our success is dependent upon achieving significant market acceptance of our company and our websites, products and services. We cannot guarantee that users will accept our websites, or even the Internet, as a replacement for educational software and shopping. Market acceptance of our websites depends upon continued growth in the use of the Internet generally and, in particular, as a source of educational software and online shopping. The Internet may not prove to be a viable channel for these services. Failure to achieve and maintain market acceptance of our websites would seriously harm our business.

Acceptance of our websites depends on the success of our advertising, promotional and marketing efforts and the ability to continue to provide high-quality information, products and services to our users of our website. To date, we have not spent a considerable amount on marketing and promotional efforts. To increase awareness of our websites, we expect to spend a significant amount on promotion, marketing and advertising in the future. If these expenses fail to develop an awareness of our websites, these expenses may never be recovered and we may never be able to generate any significant future revenues. In addition, even if awareness of our websites increases, we may not be able to increase or maintain the number of users of our websites.

OUR CONTINUED OPERATIONS DEPEND ON TECHNOLOGY AND COMPUTER SYSTEMS

The markets in which we compete are characterized by rapidly changing technology, evolving technological standards in the industry, frequent new websites, services and products and changing consumer demands. Our future success will depend on our ability to adapt to these changes and to continuously improve the performance, features and reliability of our service in response to competitive services and products and the evolving demands of the marketplace, which we may not be able to do. In addition, the widespread adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to modify or adapt our services or infrastructure, which might impact our ability to become or remain profitable.

Our websites utilize sophisticated and specialized network and computer technology. We anticipate that it will be necessary to continue to invest in and develop new and enhanced technology on a timely basis to maintain our competitiveness. Significant capital expenditures may be required to keep our technology up to date. Investments in technology and future investments in upgrades and enhancements to software for such technology may not necessarily maintain our competitiveness. Our business is highly dependent upon our computer and software systems, and the temporary or permanent loss of such equipment or systems, through casualty, operating malfunction or otherwise, could have a material adverse effect upon us.

THE LOSS OF JONATHAN SEVERN OR ANY OF OUR KEY MANAGEMENT PERSONNEL WOULD HAVE AN ADVERSE IMPACT ON OUR FUTURE DEVELOPMENT AND COULD IMPAIR OUR ABILITY TO SUCCEED.

Our performance is substantially dependent on the expertise of Jonathan Severn, our President, CEO and one of our directors, and other key management personnel, and our ability to continue to hire and retain such personnel. Mr. Severn spends approximately 40% of his working time on our company. It may be difficult to find sufficiently qualified individuals to replace Mr. Severn or other key management personnel if we were to lose any one or more of them. Accordingly, the loss of Jonathan Severn or any of our key management personnel could have a material adverse effect on our business, development, financial condition, and operating results.

We do not maintain "key person" life insurance on any of our directors or senior executive officers.

SINCE OUR SHARES ARE THINLY TRADED, AND TRADING ON THE OTC BULLETIN BOARD MAY BE SPORADIC BECAUSE IT IS NOT AN EXCHANGE, STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.

Our common stock is quoted on the OTC Bulletin Board and is thinly traded. In the past, our trading price has fluctuated widely, depending on many factors that may have little to do with our operations or business prospects. In addition, the OTC Bulletin Board is not an exchange and, because trading of the securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on an exchange like the Nasdaq SmallCap or the Nasdaq National Market System, shareholders may have difficulty reselling any of the shares they own.

IF PLANS TO PHASE-OUT THE OTC BULLETIN BOARD ARE IMPLEMENTED, WE MAY NOT QUALIFY FOR LISTING ON THE PROPOSED BULLETIN BOARD EXCHANGE OR ANY OTHER MARKETPLACE, IN WHICH EVENT INVESTORS MAY HAVE DIFFICULTY BUYING AND SELLING OUR SECURITIES.

We understand that in 2003, subject to approval of the Securities and Exchange Commission, the NASDAQ Stock Market intends to phase-out the OTC Bulletin Board, and replace it with the "Bulletin Board Exchange" or "BBX". As proposed, the BBX will include an electronic trading system to allow order negotiation and automatic execution. The NASDAQ Stock Market has indicated its belief that the BBX will bring increased speed and reliability to trade execution, as well as improve the overall transparency of the marketplace. Specific criteria for listing on the BBX have not yet been finalized, and the BBX may provide for listing criteria which we do not meet. If the OTC Bulletin Board is phased-out and we do not meet the criteria established by the BBX, there may be no market on which our securities may be included. In that event, shareholders may have difficulty reselling any of the shares they own.

TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

OUR WHOLLY-OWNED SUBSIDIARY, PROMARK SOFTWARE WORLDWIDE, INC. OPERATES IN A VERY COMPETITIVE MARKETPLACE

The educational and consumer software industry in which we operate is very competitive. In the consumer market, our products compete against a large number of companies of varying sizes and resources. There are an increasing number of competitive products offered by a growing number of companies.

Increased competition in the consumer market for multimedia educational software has resulted in a reduction in sales of products incorporating our technology, or additional price competition, any of which could have a material adverse effect on our operating results. Existing competitors may continue to broaden their product lines, and potential competitors, including larger computer or software manufacturers, entertainment companies and educational publishers, may enter or increase their focus on the educational software market, resulting in greater competition for us. As of May 31, 2002, our software products are no longer being upgraded and are considered out-of-date and obsolete by the industry. Unless we expend substantial funds upgrading our software products in the near future, we will not generate any revenues in the future as sales of our software products have ceased.

OUR WHOLLY OWNED SUBSIDIARY, USE-STORE WORLDWIDE, LLC, OPERATES IN AN INCREASINGLY COMPETITIVE MARKETPLACE.

The marketplace in which we operate our USe-Store website has become increasingly competitive. Our competitors, such as Netgateway, Inc. and WSN Group Inc., include application service providers, software vendors, systems integrators and information technology consulting service providers who offer services similar to ours to the small business and entrepreneurial markets. Many of our competitors do not yet offer a range of Internet-related professional services such as those we offer, including the support to build a website from creation to completion, maintenance of client websites by our technical staff and assistance in obtaining merchant accounts to accept credit card transactions over the Internet. These competitors could choose to focus additional resources on the aspects of their websites which may make them more attractive to our target markets, which could have a materially adverse effect on our business, prospects, financial condition and results of operations. Competition for customers, users and advertisers, as well as competition in the e-commerce market generally, is intense and is expected to increase significantly as the Internet continues to attract new users as online shoppers.

There are relatively low barriers to entry into our business sector. Our company's proprietary technology is limited, and may not discourage or inhibit companies from becoming competitive with us. Many of our competitors are substantially larger than we are and have significantly greater financial resources and marketing capabilities than we do, together with better name recognition. It is also possible that new competitors may emerge and acquire significant market share. Competitors with superior resources and capabilities may be able to utilize such advantages to market their websites and services better, faster and/or cheaper than our company. Increased competition is likely to result in reduced gross margins and loss of market share, either of which could have a materially adverse effect upon our business, results of operations and financial condition. In addition, there can be no assurance that we will be able to compete successfully against our present or future competitors.

Our ability to compete successfully will require that we develop and maintain a technologically advanced website, provide superior information content, products and services, and obtain a significant customer and user base for our website. There can be no assurance that we will be able to achieve these objectives. Failure to do so would have a materially adverse effect on our business, operating results and financial condition. There can be no assurance that our competitors will not succeed in developing or marketing technologies, websites and services that are more effective and commercially desirable than those developed or marketed by us or that would render our website and services non-competitive. Failure of our website and services to compete successfully with websites and services using competing technologies will have a material adverse effect on our business, operating results and financial condition.

INTELLECTUAL PROPERTY

We regard our software products as proprietary and rely primarily on a combination of copyright, trademark and trade secret laws, employee and third-party nondisclosure agreements and other methods to protect proprietary rights. We do not anticipate that we will apply for patent protection in the United States for an educational game and apparatus, and there can be no assurance in any event that patent protection would be granted. We also retain and duplicate source codes, which are stored in a safety deposit box. We do not embed in our software any mechanisms to prevent or inhibit unauthorized copying. In prior periods, some of our software products were licensed to end-users under "shrink wrap" license agreements, but they were not signed by licensees and, therefore, may not be binding under the laws of certain jurisdictions. We are aware that unauthorized copying occurs within the software industry, and if a significant amount of unauthorized copying of our products were to occur, our business, financial condition and operating results could be adversely affected. As the number of software products in the industry increases and the functionality of these products further overlaps, software developers may increasingly become subject to infringement claims. Although there are currently no infringement claims against us, there can be no assurance that third parties will not assert infringement claims against us in the future with respect to current or future products, or that any such assertion will not require that we enter into royalty arrangements or incur significant litigation costs.

WE DO NOT EXPECT TO DECLARE OR PAY ANY DIVIDENDS.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

Other than as disclosed below, we know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

On November 14, 2001, USe-Store Worldwide LLC, Jonathan Severn, our president, and six other companies related to our company's president (collectively the "Defendants") were named in a civil complaint by the State of California alleging false advertising and unfair competition by the sale of a seller's assisted marketing plan and endless chain scheme. The complaint was filed in the Superior Court of California, County of Ventura, in Civil Case No. CIV207490. The State of California obtained a temporary restraining order against the Defendants relating to their involvement in a seller-assisted marketing venture, unrelated to the business activities of USe-Store Worldwide LLC, which was providing web hosting services to consumers who purchased a program through other of the Defendants. As part of the order, a temporary receiver was appointed for USe-Store Worldwide LLC by the State of California to act as an agent of the court. Among other responsibilities, the receiver assumed full control of USe-Store Worldwide LLC and had exclusive custody over the assets of USe-Store Worldwide LLC.

On December 27, 2001, a stipulated final judgment and permanent injunction was filed in the Superior Court of California, County of Ventura whereby the Defendants agreed, among other things, to comply with California law relating to unfair competition, false advertising, endless chain schemes, seller assisted marketing plans and consumer protection statutes. The Defendants were also required to pay the State of California the sum of $250,000 with $80,000 due immediately (which has been paid) and the balance payable in monthly installments starting on January 20, 2002 (the first payment having been made) until fully paid on June 20, 2002. As of June 30, 2002, all payments required under the judgment were paid on a timely basis. Although USe-Store Worldwide LLC is joint and severally liable for payment of the judgment, the other Defendants have been responsible in making the said payments. Additional terms of the injunction included, among others, the following:

1. the receiver will continue to act with the full power in accordance with the terms of the temporary restraining order, with his fees to be paid by the Defendants;

2. the receiver must approve all payments of greater than $50,000;

3. control of USe-Store Worldwide LLC cannot change hands during the period of receivership;

4. a compliance monitor was appointed by the State of California to enforce terms of the injunction, for a fee not exceeding $6,500 per month; and

5. the Defendants were required to provide the compliance monitor with $10,000 constituting a "compliance fund" for the compliance monitor to issue refunds on seller assisted marketing plan purchases made after November 14, 2001 and to replenish the fund if necessary.

USe-Store Worldwide LLC shall remain under receivership and the compliance monitor for a period of not less than 180 days from December 27, 2001. As of July 9, 2002, the receiver is still in place and management believes that the receiver will remove himself as of the end of August or September, 2002. The receiver may bring an application to the court to terminate the receivership and compliance monitor upon showing regular proof, consistent compliance by the Defendants with the order and the implementation of appropriate controls and preventative measures to effect ongoing compliance. In absence of such a motion, the receivership and compliance monitor will remain in place indefinitely.

We entered into a Promotion Agreement, dated January 8, 2001, with Action Stocks, Inc. in order to promote ourselves on the Action Stocks Website. Pursuant to the terms of the Promotion Agreement, we agreed to issue "unrestricted stock" to Action Stocks. For US purposes, we could only issue restricted stock to Action Stocks; however, as we are considered to be a BC Issuer and there is no exemption under the BC Securities Act that allows for issuance of stock to a consultant who provides investor relation services, we could not legally issue stock to Action Stocks. Action Stocks demanded payment of US$7,000 for services performed under the Promotion Agreement, otherwise it would initiate arbitration proceedings. A settlement was reached in the amount of US$5,000 and we agreed to pay installments of US$2,500 on November 15, 2001 and December 15, 2001. We have not made either of the payments and Actions Stocks has threatened to commence an action to collect the amounts owing.

Item 2. Changes in Securities.
Recent Sales of Unregistered Shares

We did not issue any shares from treasury during the quarter ended June 30, 2002.

Item 3. Defaults Upon Senior Securities.

None.

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

On March 27, 2002, we held an Annual and Extraordinary General Meeting of our shareholders. The following matters were voted on and approved by a quorum of our shareholders:

1. the number of directors of our company be set at three (3) (5,906,717 votes in favor, 8,595 votes against and 13,188 votes abstained);

2. the directors be:

Jonathan Severn (5,921,161 votes in favor, nil votes against, 992 votes withheld and 6,347 votes abstained);

Aric Gastwirth (5,845,309 votes in favor, nil votes against, 76,844 votes withheld and 6,347 votes abstained);

Gregg Schlender (5,866,344 votes in favor, nil votes against, 55,809 votes withheld and 6,347 votes abstained);

3. appointment of BDO Dunwoody, LLP as our auditors for the upcoming fiscal year (5,912,626 votes in favor, 3,706 votes against and 12,168 votes abstained);

4. continuance of our company's incorporating jurisdiction from British Columbia to the Yukon Territory (3,249,207 votes in favor, 15,504 votes against, 14,671 votes abstained and 2,649,118 shares not voted);

5. the authorized capital of our company was then increased to 100,000,000 common shares without par value; and

6. the Memorandum of our company was altered by changing the name of our company from "clipclop.com Enterprises Inc." to "Worldwide Technologies Inc.".

Item 5. Other Information.

Nil

Item 6. Exhibits and Reports on Form 8-K.
Reports on Form 8-K

We did not file any Current Reports on Form 8-K during the quarter ended June 30, 2002.

Exhibits

Exhibits Required by Item 601 of Regulation S-B
(3) Articles of Incorporation and By-laws
**Exhibits 3.1 through 3.5 are incorporated by reference from our Form 20-F Registration Statement, originally filed on April 16, 1992

3.1 Articles of Incorporation, effective August 9, 1984

3.2 Certificate of Name Change, dated October 14, 1996

3.3 Altered Memorandum, dated October 15, 1986

3.4 Altered Memorandum, dated November 17, 1987

3.5 Certificate of Name Change, dated November 17, 1987

3.6 Altered Memorandum, dated April 24, 1994 (incorporated by reference from our Form 20-F Annual Report filed on March 17, 1999)

3.7 Certificate of Name Change, dated August 24, 1999 (incorporated by reference from our Form 20-F Annual Report filed on March 31, 2000)

3.8 Certificate of Name Change, dated September 10, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

3.9 Form 19 (Amendment to Memorandum), dated September 10, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

(10) Material Contracts

10.1 Consulting Agreement between Worldwide Technologies Inc., Entertainment Hosting & Merchandising, LLC and Paul W. Severn, dated November 7, 2001 (incorporated by reference from our Form S-8, filed on January 7, 2002)

10.2 Assignment of Proceeds Agreement between Worldwide Technologies Inc., Entertainment Hosting & Merchandising, LLC and Jesdan Entertainment Corp., dated November 28, 2001 (incorporated by reference from our Form S-8, filed on January 7, 2002)

10.3 Amendment of Assignment of Proceeds Agreement between Worldwide Technologies Inc., Entertainment Hosting & Merchandising, LLC and Jesdan Entertainment Corp., dated December 12, 2001 (incorporated by reference from our Form S-8, filed on January 7, 2002)

10.4 Purchase Agreement between Worldwide Technologies Inc., Entertainment Hosting & Merchandising, LLC, Jonathan Severn and Greg Schlender, dated November 28, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

10.5 Employment Letter between Worldwide Technologies Inc. and Adolph Joseph Bellantoni, dated November 1, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

10.6 Warrant Agreement, between Worldwide Technologies Inc. and Granite Financial Group, Inc., dated November, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

10.7 Agreement between Worldwide Technologies Inc. and ISupportISP, LLC, dated December 7, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

(21) Subsidiaries

Promark Software Worldwide, Inc.

PRW Management Inc.

USe-Store Worldwide, LLC

Entertainment Hosting & Merchandising, LLC

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WORLDWIDE TECHNOLOGIES INC.

By: /s/ Jonathan Severn
Jonathan Severn, President, CEO and Director
Date: August 19, 2002

By: /s/ Aric Gastwirth
Aric Gastwirth, Chief Financial Officer, Director
Date: August 19, 2002

By: /s/ Gregg Schlender
Gregg Schlender, Secretary and Vice President Sales, Director
Date: August 19, 2002