Item 1.	 Description of Business.
BUSINESS DEVELOPMENT
INCEPTION THROUGH DECEMBER 2004
World Wide Motion Pictures (a sole proprietorship)(the "Predecessor") was founded in July of 1977, with the guidance and consultation of well-known producer and director Otto Preminger, under the name of World Wide Motion Pictures and later incorporated under the laws of the state of Michigan on December 9, 1980 under the name of World Wide Motion Pictures Corporation (the "Predecessor") and has filed "annual reports" with the state of Michigan securities bureau as required by Michigan law. The Predecessor was formed for the purpose of financing, developing, producing, purchasing and distributing filmed and taped motion picture and television product for consumption by the general public. In March of 1981 the Predecessor acquired G.L. Productions, Inc. and all of its facilities, a Washington, D.C. company. In November of 1983, the Predecessor, through a reorganization agreement, merged with the National Power Corporation (the "Company")(formerly Juggernaut Energy Corporation), a Utah public corporation. National Power Corporation's common stock was traded on the over-the-counter market with registered broker-dealer firms making a market nationally. Contemporaneously with the merger, the name of the Company was changed to WWMP Inc. and subsequently changed to World Wide Motion Pictures Corporation. At the time of this filing, the Company has shareholders in all 50 states and several foreign countries including England, Japan, Singapore, Australia, Germany, Israel, and Canada including several broker-dealer firms holding the Company's common securities.
The Predecessor formerly was, and currently the Company is, organized to finance, develop, produce, purchase and market/distribute a wide variety of motion picture and television projects including feature films, short subjects, docudramas, documentaries, industrial films, and television productions using a formula of high technology, moderate budget, cost control, and continual flow of product. The Company is engaged in and pursuing diversified business enterprises with profit potential as authorized by its charter and bylaws such as new and emerging media technologies and educational seminars.
The Company has an active 19-member Board of Directors; Board designated committees including Executive, Audit, Finance, Personnel and Ethics; staff operating committees including Production and Product Development, Ethical Standards, and Experimental projects; elected officers, and an Advisory Board of Directors. Certain other individuals who provide technical, theatrical, marketing, business, and production services to the Company on a specific ongoing basis have entered into contracts with the Company.
The following transactions represent certain events that have transpired throughout the history of the Company's business that resulted in major developments within the Company's current corporate strategic plan and the specific developments regarding the company's business in the last three years.
CORPORATE ACQUISITION BY THE PREDECESSOR
In March of 1981, the Predecessor acquired G.L. Productions Inc., a Washington, D.C. company ("GLP") and all of its assets. GLP was a production and distribution company producing and distributing short subject, docudrama, documentary and industrial motion pictures. Certain of GLP's productions were produced and distributed in conjunction with the United States Government Central Intelligence Agency. The Predecessor acquired GLP by the exchange of 12,469 then authorized and previously unissued shares of the Predecessor which, upon merger with the Company, became 2,012,814 shares of common stock of the Company. These shares were issued to GLP's president and sole owner, George T. Lindsey, for 1000 shares of GLP unregistered common stock representing 100% of GLP's outstanding common stock. Mr. Lindsey is currently a Vice President for the Company and is entitled to a contractual sales commission.
Juggernaut Energy Corporation had prepared an offering circular for the issuance of an initial public offering of up to 500,000 shares of its common stock for the purpose of acquiring a maximum of $100,000 or minimum of $50,000 in working capital. The offering was underwritten by First Equities Corp. of Salt Lake City, Utah, the effective date of which was April 18, 1980. The stock offering price was $.20 per share and the offering was closed upon the acquisition of the minimum amount of expected proceeds. Combined with the original incorporator's stock, immediately following the close of the public offering, the Company's outstanding shares of common stock totaled 1,350,000 (150,000 initially issued to Officers, Directors and Founder of the corporation; 500,000 from offering; 150,000 at par value $0.01 as partial consideration for the assignment of interest in oil exploration; 550,000 for $5,500.00 cash). On October 17, 1981, Juggernaut Energy Corporation amended its Articles of Incorporation to effect a name change to National Power Corporation, increase the authorized common stock to 50,000,000 shares, and decrease the par value from $.01 to $.0025 per share.
On October 14, 1983, National Power Corporation executed a letter of intent with the Predecessor, the material provisions of which provided that the Predecessor would exchange 145,578 of its unregistered common shares for 23,500,000 of the issued and outstanding capital stock of National Power Corporation. On February 10, 1984, pursuant to a special meeting of shareholders of the National Power Corporation, a majority of the National Power Corporation's issued and outstanding shares adopted resolutions relating to the consummation of an Agreement and Plan of Reorganization as between the Predecessor, namely World Wide Motion Pictures Corporation and the National Power Corporation. In connection with the foregoing, the Predecessor issued to the National Power Corporation 145,578 shares of its unregistered common stock and in consideration therefore, the Predecessor acquired, in a tax-free stock for stock transaction (calculated to comply with Internal Revenue Codes), approximately 94% of the issued and outstanding shares of the National Power Corporation. Further, the merger process resulted in a change in the Company's number of shares issued, outstanding and authorized and a change in par value. Also, as a result of the foregoing transaction, a change in control of the Company took place and a new board of directors was elected. The National Power Corporation also amended its Articles of Incorporation to effect a name change to World Wide Motion Pictures Corporation, the Company.
SECURITIES OFFERINGS OF THE PREDECESSOR AND COMPANY
In June of 1982, the Predecessor's securities counsel, Dykema, Gossett, Spencer, Goodnow & Trigg, under the direction of the Predecessor's management, prepared an unregistered private placement limited partnership offering circular for the production of one full length feature motion picture. Net proceeds to the company would have been $1,000,000 (50 units at $20,000 per unit).
The offering was prepared as a self-underwriting financing proposed by the Predecessor to be formed in compliance with the Uniform Limited Partnership Act of the State of Michigan. The offering was abandoned prior to any sales of units as a result of a change in strategic planning by the Predecessor's management. Essentially, management concluded that expending all of its production resources in the preparation of one motion picture was unduly speculative and that participation in a broad range of film and television partnership packages would thereby assure a greater degree of opportunity for success.
In March of 1986, the Company's securities counsel, Berry, Moorman, King, Cook and Hudson, under the direction of the Company's management, prepared a registered private placement limited partnership offering circular for the production of four full length feature motion pictures. Net proceeds to the Company would have been $200,000 minimum or $4,960,000 maximum (40 units at $5,000 per unit minimum/992 units at $5,000 per unit maximum). The offering was to be underwritten by R.B. Marich Inc., a registered broker/dealer firm in Denver, Colorado, and W.R. Lazard & Co., a registered broker/dealer firm in New York, New York. The offering was withdrawn as a result of impending changes that occurred in the United States tax laws at that time. All proceeds that were committed to the offering were returned.
The Company has not effected a public offering of its common stock since the initial public offering of the National Power Corporation in 1980.
FILM LIBRARY ACQUISITIONS
The Company acquires various completed motion pictures and television productions, some of which are totally or partially purchased in exchange for common stock, preferred stock, and a revenue participation of the Company. A significant acquisition occurred in November of 1991, at which time the Company entered into an agreement with an un-related non-affiliated entity, Presidio Productions, a California corporation ("Presidio"), whereby the Company acquired all right, title and interest in 136 motion picture and television productions ("Product") in exchange for a total consideration aggregating 2,000,000 fully paid, non-assessable, unregistered Rule 144 shares of common stock of the Company and 25,000 fully paid, non-assessable, unregistered shares of preferred stock of the Company. Further terms and conditions of the Company/Presidio transaction were as follows:
a.) The Company agreed to cause all of the common shares being issued to Presidio thereunder to be issued immediately following the "closing" of the Company/Presidio transaction; and,
b.) The Company issued the remaining preferred shares upon the delivery of all physical elements of the product including 35mm gauge negative film footage, 35mm gauge answer print film footage, 1-inch videotape masters, 3/4" videotape submasters, and 1/2" videotape archival cassettes.
The value of the film library was determined by arms-length negotiations between the buyer and the seller which included review of production and replacement costs, previous marketing experience and marketing potential. Accordingly, the Company, pursuant to GAAP, reported the transaction in the financial statements at $12,750,000 under unclassified assets. On December 14, 1992, the Company/Presidio transaction was considered closed, with all parties thereto having executed the agreement and Product delivered to the Company. Under the terms of that same agreement all Product had been delivered by Presidio to the Company in good condition and represented to be free of any and all liens or encumbrances along with a bill of sale regarding the same. To date, a limited amount of revenue has been received from the leasing of films and television productions in the library.
FORMATION OF OPERATING SUBSIDIARIES OF THE COMPANY
In July, 1993, the Company formed two fully operational, wholly owned subsidiaries, World Wide Film & Television Institute and WWMPC Environmental Services Corporation. The Institute's primary business is the development, production, marketing, and implementation of educational symposiums, workshops, lectures, and forums, on a national basis in areas covering the entertainment industry specifically film and television, financing, packaging, production, marketing/distribution, and the political/networking process that accompanies these areas of expertise. Main events (primarily symposiums and seminars with more than one hundred participants) are periodically scheduled along with workshops, lectures and forums. The Company's first entry into a completely diversified field was the formation of WWMPC Environmental Services Corporation. This company's primary business was the marketing and distribution of environmental services (including detection and remediation of indoor air quality for residential and commercial dwellings and products)(including indoor air quality testing kits for residential and commercial dwellings); the orchestration, production, marketing, and implementation of information seminars and infomercials designed specifically for contractors and other professionals in the energy business desirous of augmenting their existing activity by entering the environmental services field. Special staff with expertise in this area was retained by the Company's management to ensure optimum productivity and growth potential. The Company discontinued the operation of this business in December 1994.
Subsidiary corporations are formed periodically for the purpose of developing, producing, or distributing one or more motion picture or television productions owned and/or controlled by the company. The subsidiary corporations, when active, individually operate as a separate business with separately defined boards of directors, executive and operating officers, investors, liabilities, production or co-production teams and revenue sharing arrangements.
Currently, in addition to World Wide Film and Television Institute Inc., the company has two active "production" corporation subsidiaries; World Wide Productions Inc., which was recently used for the production of the feature length motion picture entitled "Shattered Illusions" featuring Morgan Fairchild, Bruce Weitz, Richard Lynch, and Dan Monahan; World Wide Productions Inc. for the production of an upcoming specialty television production entitled "The Classics", and the feature length motion picture tentatively entitled "Along for the Ride"; and World Wide Entertainment Inc. with several feature film and television productions in development and/or distribution including the award-winning Australian feature film entitled "Amy", starring Rachel Griffiths and the award-winning historical feature film entitled "Ninth Street", starring Martin Sheen and Isaac Hayes.
BUSINESS OF COMPANY
PRINCIPAL PRODUCTS AND SERVICES OF THE COMPANY
The principal business of the Company is the development, financing, production, purchasing and marketing/distribution of feature films/video productions and various other forms of filmed and/or televised entertainment. In addition, the Company and its Associates produce/co-produce documentaries, docudramas, industrial films, and specialty television productions for consumption by the general public. Feature films and short subject projects completed and/or marketed by the Company are generally rented or sold to national and international theater chains, independent television stations and television networks. Revenue can be generated from a variety of sources. The three basic sources are: (1) theatrical exhibition pursuant to agreements which generally provide for payment by the exhibitors of a percentage of box office receipts with or without a guarantee of a fixed minimum, (2) licensing to television networks, regional broadcasters and syndicated arrangements pursuant to agreements which provide for a fixed license fee payable in periodic installments; and (3) wholesale of film/video product to national and regional home video outlets encompassing both foreign and domestic markets pursuant to a fixed retail rental formula. Substantial additional profits may also accrue from ancillary exploitation of media product including satellite broadcast, merchandising, literary rights and related paraphernalia.
The Company produces/co-produces and markets its film and television product as individual motion pictures and television productions which are customarily organized and accounted for as separate businesses with their own management, employees, equipment and budgets. Currently, the Company is using wholly owned subsidiary corporations it has formed for motion picture and television production. The controlling production entity or co-production entity (in certain cases, the Company) has primary overall responsibility for all aspects of a project, from pre-production, principal photography and post production through marketing and distribution. The individual producer(s) for each film or television project is responsible for general management and administrative coordination of the film or video as well as participation in the planning, principal casting, technical and creative responsibilities to be performed in conjunction with the director of the production. The production of a full length motion picture or feature television project involves a number of related activities which, in general, can take six months to more than a year to fully complete.
Producers, directors, performers, writers, and various technicians who participate in the production of the Company's film and television projects are generally retained on a project-by-project basis, and are normally compensated by negotiated fixed fees and/or all standard guidelines set down by unions and guilds in the motion picture and television industry.
The Company's various production, development, marketing, and finance committees continuously review and, in specific cases consult on or package feature film and television projects for financing, production, and distribution. Management of the Company has, since the Company's inception, encouraged "open" screenplay and teleplay submission in addition to the submission of completed project acquisition possibilities in all genre of filmed and video taped entertainment in order to insure the best possible opportunity for selection of quality and marketable product for the Company to be involved.
The Company currently owns and maintains a completed screenplay and teleplay literary library encompassing 59 WGA (Writer's Guild of America) registered properties and several hundred unregistered from which it periodically reviews and occasionally selects the most imaginative and promising ones for either development, production, or marketing. Certain screenplays and teleplays currently owned or optioned by the Company have been developed and packaged for production throughout the history of the Company.
Additionally, the Company currently owns and maintains a completed film and television library encompassing 301 titles of feature length motion pictures, documentaries, docudramas, and television projects. For internal control purposes, the Company's Board of Directors directed management to retain an independent appraiser in order to further establish verification of the value of its completed product library as currently determined by staff and management. The Company also owns certain film equipment, a sound effects library, a still slide library, novels and options on treatments and holds a beneficial interest in certain ongoing contracts. Options on literary treatments otherwise defined as developing storylines and creative ideas are occasionally secured by the Company and company's like the Company for the purpose of developing the storyline or creative idea into a fully developed screenplay or teleplay at some unknown time in the future. The Company may or may not contribute expertise to a film or television project such as script polishing, script rewriting, packaging, financing, scheduling, budgeting, and line production. The Company's "beneficial interest" (percentage of future revenue, if any) in certain ongoing contracts includes certain of the above-referred to options or options on already fully prepared screenplays or teleplays which may or may not be produced into a film or television production at some unknown time in the future. The full development of the contracts is dependent on the acquisition of additional capital by the Company.
Distribution of product by the Company initially can be and currently is generally channeled through the Company's distribution/marketing network of associated companies, the Company's Producer's Representatives, television syndicators and all other established customary channels used by independent producers and production companies. The Company's distribution/marketing network of associated companies is comprised of a wide variety of domestic and foreign film distributors and television syndicators, all of which have extensive backgrounds of experience and knowledge in specific areas of marketing and distribution of film and television product including domestic film distribution, foreign film distribution, domestic television syndication, foreign television syndication, domestic home video distribution, foreign home video distribution, domestic and international cable, pay-per-view and satellite broadcast and domestic and international ancillary venues. The Company's Producer's Representatives, in some cases, act as a liaison between the Company and the above referred distribution network relative to specific contractual points of discussion for a particular transaction the Company may be contemplating for the exploitation of one of its product.
The principals of the Company have a proven record of professional experience demonstrating their training and knowledge in high quality, cost controlled, moderately budgeted film/video productions and innovative marketing and distribution skills. Certain of these backgrounds include production and marketing experience at both large studios and small independent companies. The combined number of motion pictures and television productions the production and marketing personnel of the company have been instrumentally involved with, encompass over 200 productions. The production and marketing team is skilled and/or expert in the use of the latest technological filming and video taping techniques, state-of-the-art equipment, and administrative control, ie, experienced budget scheduling and production/distribution cost supervision and marketing and exhibition capabilities. Certain of the technological expertise and/or equipment that is used by the Company's professional personnel include theatrical "Platform Releasing" (e.g., THE RIVER RUNS THROUGH IT (in current video release), Tri Star Pictures, in excess of $30 million in gross revenue worldwide; PULP FICTION (in current video release), Miramax, in excess of $100 million in gross revenue worldwide; THE POSTMAN (in current video release), Miramax, in excess of $15 million in gross revenue worldwide), "Regional Break Releasing", "Test Market Releasing"; Panavision, Kodak, Arroflex, and Nikkagami camera equipment in 16, Super 16 and 35mm gauge format; Avid, Protools, and Media 100 post production and editorial equipment for film and video; Keylight lighting equipment; and DHX, DAK and Nagomi sound equipment.
The principals of the Company have developed, produced, distributed and consulted on a wide variety of feature films, documentaries, docudramas, short subjects, television productions and industrial motion pictures. They and/or their productions have earned a wide variety of many national and international film/television production awards including, as an example: academy awards and academy award nominations (Jack Foley/feature films PULP FICTION and GOSFORD PARK), Emmy nominations, Drummer awards (former executive vice president and current advisor Henry Barth/wide variety of industrial and training films), gold/silver and bronze medals from various international film festivals (George Lindsey/New York and Chicago Film Festivals for docudramas and documentaries), Academy awards and academy award nominations (Charles Newirth/feature film FORREST GUMP and CITY OF ANGELS) and Academy award nominations (Fred Baron/feature film ROBOCOP and MOULIN ROUGE)(John R. Woodward/feature film THE SHAWSHANK REDEMPTION).
The Company and its principals have entered into various ongoing agreements and arrangements relative to the consultancy, production, financing and distribution of motion picture or television projects. Many of the agreements and arrangements contain provisions which could result in revenue to the Company. Although a significant part of the Company's historical operations has been devoted to developing and consummating these agreements and arrangements with a wide variety of companies and individuals within the entertainment industry, the potential revenue resulting from such agreements and arrangements has not been shown as receivables or assets on the Company's financial statements. Potential revenue from the above referred-to ongoing agreements and arrangements can be acquired by the Company utilizing general and more specific markets and technologies, which in the opinion of the Company's management, will also increase in scope and size. As indicated by a wide variety of industry publications including Variety and The Hollywood Reporter, current trends indicate that these future markets and expanding technologies, such as the increase in the deregulation of the European television industry and 100+ channel global satellite television programming, will extend for a lengthy period of time. In the opinion of the Company's management, these future markets and expanding technologies will continue to promote further new ways to exploit film and television entertainment product; i.e., with mass appeal increasing as specific technological industries such as high definition television, CD-Rom, DVD, and expanded Internet communications. Full and complete exploitation of these agreements and arrangements by the Company will require the acquisition of additional working capital, which the Company is anticipating to achieve through financial offerings and/or other traditionally used methods of private sector, commercial banking, and other methods of capital acquisition used by small and midsized companies.
Since its creation in July of 1977, the Company's management continuously researches current data, updates pertinent technical information, and has subsequently implemented procedures regarding the production of and consultancy for moderately budgeted feature film (production budgets of approximately $250,000 to $5,000,000) and television projects produced on a continual flow of product basis. (Management of the Company define "continual flow of product" as the production of motion picture and television product produced on an overlapping production basis; ie., 3 weeks into 4 weeks of post production for production "A", principal photography on Production "B" begins; and 3 weeks into 4 weeks of principal photography on Production "B", pre-production on Production "C" begins.) It is the Company's opinion that following this production process will help to ensure a "continual flow of product" for the marketing and distribution of product by the Company and subsequently help to ensure and increase a continuous revenue stream. The above formula is a central basis for the Company's profit making strategy. It is the opinion of management that such strategy has a high percentage of opportunity for success. The full realization of profits from the Company's strategic preparations is dependent on the acquisition of additional capital.
The following transactions represent the most significant potentially revenue-producing arrangements relative to motion picture and television production, co-production, marketing, consulting and acquisitions the Company has entered into to date.
DOCUMENTARY/DOCUDRAMA/SCREENPLAY ACQUISITION AND MARKETING
On March 18, 1981, the Company acquired G.L. Productions, Inc. ("GLP") of Washington, D.C. and all of its facilities and productions including twenty-eight 30 and 60-minute documentaries and docudramas and 42 completed/registered screen and teleplays ("product"). Certain titles include RHOUTES TO GYANA featuring Leonard Nimoy, YOU'VE COME A LONG WAY MAYBE featuring Barbara Walters; and THE LOST ANCIENT CITIES OF TOPAN AND TIKAL featuring Brock Peters. The Company and GLP have entered into various television syndication and public broadcast agreements since the acquisition of the product relative to the marketing and exploitation of the product. According to the terms of the acquisition, the Company retains 100% of any potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
SCREENPLAY/TELEPLAY ACQUISITION
On November 28, 1983, the Company entered into an acquisition agreement (Agreement) with Paul Alex Productions of Huntington Beach, CA for the purpose of acquiring all right, title and interest in 12 completed screenplays and teleplays ("product"). The product was registered with the Writer's Guild of America West and consisted of various genre of story content. According to the terms of the acquisition, the Company retains 80% of any potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the produced product worldwide in perpetuity.
FEATURE FILM CO-PRODUCTION
On March 26, 1987, the Company entered into a co-production agreement (Agreement) with G.O.D. Entertainment/The Pitch Limited of Los Angeles, CA for the purpose of co-producing the feature length motion picture entitled HOLLYWOOD HEARTBREAK aka PITCH ("product"). The product, which stars Mark Moses, Carol Mayo Jenkins and James LeGro, completed production in June of 1987, and was distributed by subdistributor, Raystar Distribution Company, to video outlets throughout the United States and Europe. According to the terms of the Agreement the Company retains 5% of any of the potential producer's net revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
TELEVISION ACQUISITION
On May 19, 1987, the Company entered into an acquisition agreement (Agreement) with United Development Industries/Topper Ltd. of Los Angeles, CA for the purpose of acquiring all right, title and interest in the television production entitled VEGAS DAZE ("product"). The product, which stars Larry Storch, Forrest Tucker, Ruth Buzzi and Gary Owens was distributed by sub-distributor Palm Springs Distribution Company to video outlets in regional southwest territories. According to the terms of the Agreement the Company retains 50% of any of the potential producer's net revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
TELEVISION CO-PRODUCTION
On April 11, 1990, the Company entered into a co-production agreement ("Agreement") with Pacific Film Group of Los Angeles, CA for the purpose of co-producing and distributing three 30-minute television productions entitled HOLLYWOOD HOTTEST STUNTS, THE REAL GODFATHERS, and THRILLS, CHILLS AND SPILLS ("product"). The three independently hosted productions were distributed by distributor, Myntex Corporation through the Handleman Company, in a "video sell-through" arrangement throughout the United States and Canada. According to the terms of the Agreement the Company retains 3% of any potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
FEATURE FILM ACQUISITION
On September 6, 1990, the Company through a purchase agreement ("Agreement") with Tagerick Films of Los Angeles, CA acquired all right, title and interest in the feature length motion picture entitled TERROR ON SHADOW MOUNTAIN ("product") starring Richard Groat and Bill Smith. At the time of this filing the product was in post production and has not been distributed in any markets or territories. According to the terms of the Agreement the Company retains 50% of any potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
FEATURE FILM CO-PRODUCTION
On October 21, 1991, the Company entered into a co-production agreement ("Agreement") with J.O.E. Productions and Webb Films International of Los Angeles, CA for the purpose of co-producing the feature length motion picture entitled BREAKING UP WITH PAUL aka MOVIES, MONEY AND MURDER ("product"). The product which stars Martin Mull, Karen Black, and Laine Kazan completed production in December of 1990, and was distributed by Hills Entertainment Inc. to video retail outlets throughout the world. According to the terms of the Agreement the Company retains 2% of any potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
FEATURE FILM LIBRARY ACQUISITION AND DISTRIBUTION
On November 29, 1991, the Company acquired 136 feature film and television productions ("product") from Presidio Productions Inc. of Palm Springs, California ("Presidio") encompassing ownership/control and collateral marketing and exploitation rights in all markets and all territories worldwide. At the time of this filing the product is in various stages of marketing and distribution. According to the terms of the agreement the Company retains 50% of any potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
TELEVISION CO-PRODUCTION
On June 22, 1992, the Company entered into a co-production agreement ("Agreement") with Webb Films International of Los Angeles, CA for the co-production of a 60-minute television production special entitled VIDEO MONDO aka THE RAVE ("product"). At the time of this filing the product was in post production and has not been distributed in any market or territory. According to the terms of the Agreement the Company retains 2% of any potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
FEATURE FILM CO-PRODUCTION/CONSULTANCY
On July 9, 1992, the Company entered into a co-production/consultancy agreement ("Agreement") with Pacific Film Group of Los Angeles, CA for the purpose of co-producing and rendering financial and industry related advice to Pacific Film Group for the packaging and production of the feature length motion picture entitled SWEET JUSTICE ("product"). The product, which stars Mark Singer, Fynn Carter and Mickey Rooney, completed production in August of 1992 and was distributed by Trimark Pictures to Blockbuster Video for video retail outlets throughout the United States and Europe. According to the terms of the Agreement the Company retains 2% of the potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
DOCUDRAMA CO-PRODUCTION
On May 8, 1993, the Company entered into a co-production and distribution agreement ("Agreement") with independent film producer, Lance Matthews of New York, NY, for the co-production and distribution of a 60-minute docudrama motion picture entitled BLUNTS & STUNTS aka TRULY COMMITTED ("product"). At the time of this filing, the Product was in post production and has not been distributed in any markets or territories. According to the terms of the Agreement the Company retains 40% of any potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
TELEVISION SYNDICATION AGREEMENT
On August 23, 1994, the Company entered into a license agreement ("Agreement") with Media One Broadcasting Company of San Francisco, CA for the television syndication of certain film and television product owned or controlled by the Company which a portion of such product is part of the Company's acquired film and television library, including 14 feature length motion pictures and 3 television productions. The syndication territories included Northern California, Arizona and Washington State. According to the terms of the Agreement the Company retains 50% of any potential net revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
FEATURE FILM CO-PRODUCTION
On October 14, 1994, the Company entered into a Co-Production Agreement ("Agreement") with Pacific Pictures of Los Angeles, CA for the purpose of co-producing the feature length motion picture entitled NATURALLY BAD ("product"). The product which stars Robert Z'dar and Shannon Teare completed production in November of 1994, and was distributed by Northwest Video Distribution Company to video retail outlets throughout the United States and Europe. According to the terms of the Agreement the Company retains 2% of any potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
FEATURE FILM ACQUISITION
On September 28, 1995, the Company entered into a Purchase Agreement ("Agreement") with M&D Productions of San Jose, CA, for the acquisition of all right, title and interest in the feature length motion picture entitled CITIZEN SOLDIER ("product") starring Dean Stockwell and Billy Gray. Delivery of all final picture elements was completed on November 27, 1995. The Company has added the product to its completed film and television product library catalog for any and all leasing or rental possibilities. According to the terms of the Agreement the Company retains 60% of any potential net revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
TELEVISION CO-PRODUCTION II
On November 17, 1995, the Company entered into an agreement ("Agreement") with Pacific Pictures of Los Angeles, CA for the development, co-production and distribution of a television series of 5 special interest 30-minute productions entitled TIPS FOR BETTER HEALTH (three shows) and MARKET PLACES OF THE WORLD (two shows) ("product"). At the time of this filing, the series has been distributed to independent, low power (LP) and cable television outlets throughout the United States and has not yet realized any material revenues. According to the terms of the Agreement the Company retains 5% of any potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
SPECIALTY VIDEO DISTRIBUTION ARRANGEMENT
On July 23, 1996, the Company entered into a Distribution Agreement ("Agreement") to market and distribute worldwide the 60-minute specialty instructional video entitled THE INTERNET TOUR GUIDE ("product"). At the time of this filing, the product was in the marketing and distribution phase and has not yet realized any material revenue from such efforts. According to the terms of the arrangement the Company retains 40% of any potential producer's gross revenue percentage accruing to the Company from any and all marketing and exploitation of the product worldwide in perpetuity.
CURRENT AND ANTICIPATED DEVELOPMENTS IN THE COMPANY'S BUSINESS
FEATURE FILM CO-PRODUCTION
On February 19, 1997, the Company's wholly-owned subsidiary, World Wide Films Inc., entered into a Co-Production and Distribution Agreement ("Agreement") with Best Pictures Inc. of Redondo Beach, California, for the purpose of producing the feature length motion picture entitled SHATTERED ILLUSIONS ("Product"). The Product, which features Morgan Fairchild, Bruce Weitz, Sy Richardson, Richard Lynch and Dan Monahan, was completed in February of 1998 and is currently being distributed by the Company. According to the terms of the Agreement, World Wide Films Inc. retains 50% of any potential producer's gross revenue percentage accruing to the company from any and all marketing and exploitation of the Product worldwide, in perpetuity and the Company retains 26% portion of any potential gross distribution revenue percentage occurring to the Company for any and all marketing and exhibition of the product world wide in perpetuity.
WEBSITE DEVELOPMENT, CREATION AND IMPLEMENTATION
On January 29, 1998, the Company entered into an agreement ("Agreement") with Mr. Ralph Johnson of Los Angeles, California and on May 8, 1998, with Steelelink Communications of San Francisco, CA, respectively, for the development, creation and implementation of the Company's Internet web site. The Company's web site went online in June 1998 and was implemented by management for the purpose of providing a wide variety of information to the general public and further increasing the marketing reach of its products and services including its completed film and television product library. Corporate financing scenarios will also be explored, via the Internet, such as limited partnerships and stock offerings. The Company's web page currently links to the U.S. Securities and Exchange Commission Edgar system, E-Trade and Ameritrade. On September 10, 2000, the Company entered into an agreement with Mr. Jeffrey D. Brown, of Costa Mesa, California, for the development, creation and implementation of the Company's second website established specifically for the marketing and distribution of the feature film entitled AMY. The Company updates its websites on a perpetual basis taking into account the latest technologies offered to the Internet. The corporate site's address is www.wwmpc.com and the movie site's address is amythemovie.com.
SPECIALTY TELEVISION PRODUCTION
On August 28, 1998, the Company's wholly-owned subsidiary, World Wide Productions Inc., entered into a Co-Production Agreement ("Agreement") with Snow Lion Interactive Media of Los Angeles, California, for the purpose of co-producing the television pilot and series entitled CLASSIC CAR ("Product"). The Product, which was designed as a 13-part series, showcases domestic and foreign production automobiles and is designed for the car enthusiast and casual viewer. At the time of this filing, the Product was in production. According to the terms of the Agreement, the Company retains 50% of any potential producer's gross revenue percentage accruing the company from any and all marketing and exploitation of the Product worldwide, in perpetuity.
FILM AND TELEVISION PRODUCTION ACQUISITION
On November 22, 1998, the Company entered into a Purchase Agreement ("Agreement") with Snow Lion Interactive Media of Los Angeles to acquire a variety of film and television product ("Product") from Snow Lion Interactive Media. Acquired Product consists of four film and television productions of various lengths and subject matter and additional archival film footage including a children's television show and three specialty television shows ranging in length from 30-60 minutes. At the time of this filing, certain of the Product had been distributed by IQ Entertainment in the foreign markets. According to the terms of the Agreement, the Company retains 50% of any potential producer's gross revenue percentage accruing the company from any and all marketing and exploitation of the Product worldwide, in perpetuity.
On August 20, 1999, the Company entered into a Purchase Agreement ("Agreement") with Rocinante Productions Inc. of Los Angeles to acquire all of the right, title and interest in the feature film "What's In A Cookie". According to the terms of the Agreement, the Company retains 50% of any potential producer's gross revenue percentage accruing the company from any and all marketing and exploitation of the Product worldwide, in perpetuity.
On June 20, 2000, the Company entered into a Purchase Agreement with S.E. Larson Productions of Los Angeles to acquire all of the right, title and interest in the feature films "Malevolence" and "The Second Coming". According to the terms of the Agreement, the Company retains 50% of any potential producer's gross revenue percentage accruing the company from any and all marketing and exploitation of the Product worldwide, in perpetuity.
BUSINESS ENTERPRISES UNDER CONTEMPLATION BY THE COMPANY
* CORPORATE ACQUISITION NEGOTIATIONS
* For the past six years, the Company has been in the process of reviewing and analyzing various potential corporate acquisitions and merger possibilities, certain of which are highly diversified such as Internet technology, instructional, bio-technology and medical services. Management of the Company has conducted indepth internal discussions concerning the risks, requirements, potential and overall viability of associating with a highly diversified business. In the opinion of the Company's management, so long as the diversified business maintains a significant level of potential revenue producing capability, management expertise for sustaining such ongoing revenue potential, clarity of mission statement and objectives, and cash flow potential which could be used in the development of the Company's core business, management of the Company will encourage such mergers and acquisitions, investigations and possibilities for the express purpose of increasing, overall, shareholder value of the Company. In addition to the quantitative and qualitative aspects of the Company's diversification decisions, the articles, bylaws and corporate charter of the Company provide for flexibility in the Company's ability to explore and enter into diversified fields of enterprise.
MARKETING OF THE COMPANY'S PRODUCTS AND SERVICES
The combined experiences of the Company's management and companies in its distribution network creates a strong and diverse marketing position for the Company. Marketing outlets and techniques which have been successfully utilized for the Company's products or services in the past and/or which will be utilized in the future either domestically or in foreign territories include: THEATRICAL EXHIBITION, HOME VIDEO SALES, HOME VIDEO RENTAL, BROADCAST (NETWORK) TELEVISION, SYNDICATED TELEVISION, CABLE TELEVISION, PAY-PER-VIEW, SATELLITE TRANSMISSION, LOW POWER (LP) REGIONAL TELEVISION, PUBLIC BROADCAST (PBS) TELEVISION, THEATRICAL ANCILLARY (including airlines, ships at sea, colleges/universities, military bases and state/federal institutions), AND ANCILLARY PRODUCT MERCHANDISING (ancillary product merchandising includes revenues created from non-theatrical or non-broadcast exploitation such as merchandising of clothing, toys, books and music). All or some of these outlets are customarily incorporated into a marketing strategy on either a regional, national, or international exposure basis with quality, genre public appeal, and rating, all being factors. The Company's network of marketing and distribution companies includes independent and major industry leaders such as UNITED ARTISTS INC. (relationship between the Company and the company includes foreign and domestic theatrical exhibition of feature film product), MIRAMAX FILMS INC. (relationship between the Company and the company includes domestic theatrical exhibition of feature film product), MGM/UA INC. (relationship between the Company and the company includes foreign and domestic theatrical exhibition of feature film product), AMC THEATER CIRCUIT INC. (relationship between the Company and company includes domestic theatrical exhibition of feature film product), MANN THEATERS (relationship between the Company and company includes domestic theatrical exhibition of feature film product), CINEPLEX ODEON (relationship between the Company and company includes domestic theatrical exhibition of feature film product), EDWARDS THEATER CIRCUIT (relationship between the Company and company includes domestic theatrical exhibition of feature film product), RGH/LIONS SHARE PICTURES (relationship between the Company and the company includes foreign theatrical and all ancillary exhibition of feature film and television product), ALL CHANNEL FILMS (relationship between the Company and the company includes all ancillary domestic exhibition of feature film product), CINETRUST ENTERTAINMENT CO. (relationship between the Company and the company includes foreign and domestic broadcast, television and home video exhibition of feature film and television product), TWENTIETH CENTURY FOX FILM CORPORATION (relationship between the Company and the company includes foreign and domestic theatrical exhibition of feature film product), SHAPIRO GLICKENHAUS ENTERTAINMENT (relationship between the Company and the company includes all ancillary foreign and domestic exhibition of feature film and television product), PARAGON CABLE TELEVISION (relationship between the Company and the company includes regional cable broadcast of television product), CENTURY CABLE TELEVISION (relationship between the Company and the company includes regional cable broadcast of television product), SWANK MOTION PICTURES INC. (relationship between the Company and the company includes domestic and international ancillary sales of feature film product), TERRY STEINER INTERNATIONAL (relationship between the Company and the company includes domestic and international ancillary sales of feature film product), and the HANDLEMAN COMPANY (relationship between the Company and the company includes sell-thru specialty video product). Primary expected revenue sources include but are not limited to:
THEATRICAL EXPLOITATION - An average of approximately 65% of theatrical revenue within the industry as a whole is derived from the North American market with respect to English language films. The balance comes from overseas outlets with the most significant being Japan, France, Germany, Italy, the United Kingdom and Australia. The overseas market is very important to the overall gross revenues of a film and is once again on the incline due to the decrease in the value of the dollar. Foreign markets fluctuate, but in general can be responsible for between 35% and 60% of the total box office revenue of the film.
The Company has earned an immaterial amount of revenue at this time from theatrical exhibition for the feature film products known as PITCH aka HOLLYWOOD HEARTBREAK; MOVIES, MONEY AND MURDER aka BREAKING UP WITH PAUL; SWEET JUSTICE; NATURALLY BAD and CITIZEN SOLDIER. (Further exploitation of this product by the Company will require additional working capital.)
According to Richard Fay of AMC Theater circuit, the second largest exhibitor of feature length motion picture product in the world, there is currently a building boom occurring among exhibitors with the number of screens in the United States beginning to increase in the 1980's by 7.4% to more than 20,300. It is the Company's opinion that, due to a widely known increase in public consumption in, and desire for more feature filmed entertainment domestically along with the increased desire by foreign markets for United States produced feature film entertainment, this trend of expansion for the number of screens in both the United States and foreign territories will continue throughout this decade and well into the next century. The exhibitors or movie theater owners generally retain an average of 50% of the box office receipts as their fee and remit the other 50% frequently referred to as "domestic theatrical film rentals" to the film's distributor. Home video advances for feature films can range from $10,000 to more than $5,000,000 plus escalators based upon such variables as box office performance, print and advertising expenditures and the number of screens secured during theatrical release.
CABLE TV, PAY TV, DBS, AND MATV EXPLOITATION - Pay television has shown tremendous growth over the past decade. The market leaders, past and present, have been Home Box Office (HBO), Cinemax, and Showtime/The Movie Channel. These pay television services have recently exhibited over 300 films per year. Of the approximately $20 (basic) price per month that a pay television subscriber pays to a cable company, about $10 is returned to the pay television service and in turn, $3 to $6 is returned to the distributor. Distributors, on exclusive multi-picture studio arrangements, have been able to command prices of $3 to $8 million per film. On a non-exclusive basis, prices range from $500,000 to $2 million per film where the film has achieved average success. Certain of the Company's film and/or television product are or have been shown periodically on cable television throughout the world.
A relatively new area of exhibition is PAY-PER-VIEW. At present, there are approximately 14 million homes equipped to receive the service and that number is expected to increase to 30 million by the end of the decade. Prices generally charged for pay-per-view range from $10 to $50 per show to the consumer depending on the nature of the entertainment, of which approximately 60% is being returned to the distributor. The expanding growth in this area will continue to be a major new revenue source for film distribution.
MATV (Master Antenna Television) systems available in North America produce an additional though relatively small revenue source for films and DBS (Direct Broadcast Satellite) is beginning to make substantial inroads, primarily throughout Europe in those countries where residential cable service is not readily available.
The Company has earned a relatively moderate amount of revenue at this time from cable television, pay television, DBS and MATV for the feature film projects entitled PITCH aka HOLLYWOOD HEARTBREAK; MOVIES, MONEY AND MURDER aka BREAKING UP WITH PAUL; SWEET JUSTICE, NATURALLY BAD, CITIZEN SOLDIER, and television production specials entitled KJ COUNTRY, specialty videos entitled THRILLS, CHILLS & SPILLS; THE REAL GODFATHERS; HOLLYWOOD'S HOTTEST STUNTS, and fifteen public domain classic feature film production prints owned by the Company. Substantial exploitation of this product by the Company will require additional working capital.)
NETWORK TELEVISION EXPLOITATION - The broadcast television industry in North America is dominated by three networks, ABC, CBS and NBC. With the recent development of Fox Broadcasting in addition, the network's generally license 75 to 150 theatrical films annually and commission approximately 125 made-for-television movies (MOWs) from independent producers such as the Company. In addition, they broadcast over 100 hours of miniseries. American and foreign television networks are still very significant buyers of feature films. In the United States they have become less aggressive than the pay television companies in their pricing policies. The price range for multiple broadcast of a film by a major network is between $500,000 and $5 million. Exceptional films may command substantially higher prices.
The Company has earned a relatively moderate amount of revenue at this time from network television exploitation for the feature film product known as PITCH aka HOLLYWOOD HEARTBREAK; MOVIES, MONEY AND MURDER aka BREAKING UP WITH PAUL; SWEET JUSTICE, NATURALLY BAD, and CITIZEN SOLDIER. (Substantial exploitation of this product by the Company and/or its associates will require additional working capital.)
SYNDICATED TELEVISION EXPLOITATION - Revenue from rights granted to individual independent television stations (of which there are over 250 in North America), has increased in recent years as the number (over 300 in U.S./Canada) and financial strength of local stations has increased. These stations usually described as the "syndication market" and often loosely associated for product buying purposes now rival the traditional standard (broadcast) television networks in competing for viewers. As the core of their programming, these stations use syndicated (after network) television series and feature length films.
The Company has acquired moderate revenue at this time from syndicated television exploitation for the television production special known as KJ COUNTRY. (Substantial exploitation of this product by the Company will require additional working capital.)
OTHER REVENUE - i.) Non-theatrical revenue results from a film or television project being made available to airlines, schools, public libraries, community groups, ships at sea, prisons, and bases for the military forces; and
ii.) Ancillary markets such as the rights to use the images of characters in a film or television project for merchandising purposes in connection with video games, toys, t-shirts, posters, and like paraphernalia; and
iii.) Revenue may also be realized from the novelization of the screenplay/teleplay and other related publications, music used in the film and television projects sold as soundtracks, records, CDs, cassettes, and mechanical performance and sheet music publication.
The Company acquires moderate revenues from these sources at this time.
In addition to the above on-going projects, the company is currently engaged in substantial theatrical and/or ancillary marketing programs involving 4 full length feature films. Three of these have modest income and profit potential. They include the feature films entitled, "Ninth Street" produced by Hodcarrier Films in Los Angeles, California; "What's In a Cookie?" produced by Rocinante Productions in Los Angeles, California; "Jigsaw" produced by First Motion Pictures Inc. in Toronto, Ontario, Canada; and "Malevolence" & "The Second Coming", produced by Sig Larsen Productions Inc. in Los Angeles, California. The remaining two projects have the prospect of accruing substantial profit for the company and include the feature length film "Shattered Illusions" produced by the company's subsidiary, World Wide Films Inc. and the feature film "Amy" produced by Cascade Films, with U.S. theatrical distribution underway at this writing.
The Company has participated in a variety of the preceding types of marketing and distribution arrangements over the past twenty years.
As previously referenced, in order to further expedite and create revenue from marketing and distribution efforts of the Company and its distributor network, the Company requires significant additional working capital to more fully and properly exploit any appropriate markets and media while creating additional viable desire by the general public to acquire or consume this product. The Company's future plans include the acquisition of additional working capital through financial offerings and/or other customarily used methods of capital acquisition by small and midsize companies, including debt or equity financing or a combination of both, to acquire certain of this additionally needed working capital.
THE COMPANY'S COMPETITION IN THE MOTION PICTURE AND TELEVISION INDUSTRY
The motion picture and television industry is highly competitive. Management of the Company believes that a picture's theatrical success is dependent upon general public acceptance, marketing technology, advertising and the quality of the production. The Company's motion picture and television productions compete with numerous independent and foreign productions as well as productions produced and distributed by a number of major domestic companies, many of which are units of conglomerate corporations with assets and resources substantially greater than the Company's. Management of the Company believes that in recent years there has been an increase in competition in virtually all facets of the Company's business. The motion picture industry itself competes with television and other forms of leisure-time entertainment. The growth of pay television and the use of home video products may have an effect upon theater attendance and non-theatrical motion picture distribution. Since the Company may distribute product to all of these markets, it is not possible to determine how its business as a whole will be affected by these developments and accordingly, the resultant impact on the financial statements. Obtaining motion pictures for distribution and the distribution of motion pictures are highly competitive endeavors. In the distribution of motion pictures, there is very active competition to obtain bookings of pictures in theaters and on television networks and stations throughout the world. A number of major motion picture companies have acquired motion picture theaters. Such acquisitions may have an adverse effect on the Company's distribution operation, endeavors, and its ability to book certain theaters, which, due to their prestige, size and quality of facilities, are deemed to be especially desirable for motion picture bookings.
In producing and distributing television programs, competition is intense because the number of available broadcast hours is limited, other forms of programming compete to fill such time and there are numerous suppliers of such programming, including the networks, other motion picture companies and independent producers.
Management believes that the decision by the networks, individual television stations and cable systems to license a motion picture is based primarily on the quality of the picture, its appropriateness for a general television audience, its box office and critical success and, if the picture has previously been shown on television, audience response as measured by ratings.
The Company's ability to compete in certain foreign territories with either film or television product is affected by local restrictions and quotas. In certain countries, local governments require that a minimum percentage of locally produced productions be broadcast, thereby further reducing available time for exhibition of the product.
Recent regulations effecting the Company's competitive position in the motion picture and television industry, include the United States inability in 1994 to reach agreement with its major international trading partners to include audiovisual works, such as television programs and motion pictures, under the terms of the General Agreement on Trade and Tariffs Treaty ("GATT"). The failure to include audiovisual works under GATT allows many countries (including members of the European Union, which consists of Belgium, Denmark, Germany, Greece, Spain, France, Ireland, Italy, Luxembourg, the Netherlands, Portugal and the United Kingdom) to continue enforcing quotas that restrict the amount of American programming which may be aired on television in such countries. The Council of Europe has adopted a directive requiring all member states of the European Union to enact laws specifying that broadcasters must reserve a majority of their transmission time (exclusive of news, sports, games shows and advertising) for European works. The directive does not itself constitute law, but must be implemented by appropriate legislation in each member country. In addition, France requires that original French programming constitute a required portion of all programming aired on French television. These quotas generally apply only to television programming and not to theatrical exhibition of motion pictures, but quotas on the theatrical exhibition of motion pictures could also be enacted in the future. There can be no assurance that additional or more restrictive theatrical or television quotas will not be enacted or that countries with existing quotas will not more strictly enforce such quotas. Additional or more restrictive quotas or more stringent enforcement of existing quotas could materially and adversely affect the business of the Company by limiting its ability to fully exploit its productions internationally.
Distribution rights to motion picture and television productions specifically are granted legal protection under the copyright laws of the United States and most foreign countries. These laws provide substantial civil and criminal sanctions for unauthorized duplication and exhibition of motion pictures. Motion pictures, musical works, sound recordings, art work, still photography and motion picture properties are separate works, subject to copyright under most copyright laws, including the United States Copyright Act of 1976, as amended. The Company plans to take appropriate and reasonable measures to secure, protect and maintain or obtain agreements to secure, protect and maintain copyright protection for its film and television projects under the laws of applicable jurisdictions. Management is aware of reports of extensive unauthorized misappropriation of videocassette rights to motion pictures. Motion picture piracy is an industry-wide problem. The Motion Picture Association of America, an industry trade association (the "MPAA"), operates a piracy hotline and investigates all reports of such piracy. Depending upon the results of such investigations, appropriate legal action may be brought by the owner of the rights. Depending upon the extent of the piracy, the Federal Bureau of Investigation may assist in these investigations and related criminal prosecutions.
Motion picture piracy is an international as well as a domestic problem. Motion picture piracy is extensive in many parts of the world, including South America, Asia (including Korea, China and Taiwan), the countries of the former Soviet Union and the former Eastern bloc countries. In addition to the MPAA, the Motion Picture Export Association, the American Film Marketing Association and the American Film Export Association monitor the progress and efforts made by various countries to limit or prevent piracy. In the past, these various trade associations have enacted voluntary embargoes of motion picture exports to certain countries in order to pressure the governments of those countries to become more aggressive in preventing motion picture piracy. In addition, the United States government has publicly considered trade sanctions against specific countries which do not prevent copyright infringement of United States produced motion pictures. There can be no assurance that voluntary industry embargoes or United States government trade sanctions will be enacted. If enacted, such actions could impact the Company's competitive position in the industry and the amount of revenue that the Company realizes from the international distribution of its programs depending upon the countries subject to such action and the duration of such action. If not enacted or if other measures are not taken, the motion picture industry (including the Company) may continue to lose an indeterminate amount of revenues as a result of motion picture piracy.
Further, the Code and Ratings Administration of the MPAA assigns ratings indicating age-group suitability for theatrical distribution of motion pictures. The Company expects to follow, when appropriate, the practice of submitting applicable film projects for such ratings.
United States television stations and networks, as well as foreign governments, impose additional restrictions on the content of film and television productions which may restrict in whole or in part theatrical or television exhibition in particular territories. Management's current policy is to distribute film and television productions for which there will be no material restrictions on exhibition in any major territories or media. This policy often requires production of "cover" shots or alternate photography and recording of certain scenes for insertion in versions of a production exhibited on television or theatrically in certain territories. There can be no assurance that current and future restrictions on the content of the Company's productions may not limit or affect the Company's ability to exhibit it in certain territories and media.
DEPENDENCE ON A FEW MAJOR CUSTOMERS
The Company and its affiliated companies, due to the diversification of interests as discussed previously, are not dependent on a few major production successes or customers. Although the Company has and will continue to utilize the services of a number of experienced and well-known performers and technicians, the Company's diversification is such that the loss of any one such professional would not be a material matter that would seriously adversely affect the Company's business operations.
THE COMPANY'S FUTURE CAPITAL REQUIREMENTS
The Company has currently been negotiating with various broker-dealer investment banking firms to underwrite public offerings of the Company's securities in the total amount of approximately ten million dollars. Terms of the proposed public offerings have not been finalized but it is anticipated by management that the Company will utilize the net proceeds from such offering in the following general manner.
$ 500,000 administrative expenses 300,000 development expenses 4,000,000 production expenses 2,250,000 acquisition expenses 2,950,000 marketing expenses $10,000,000 Total
The Company intends to further resolve and provide for its liquidity needs as well as provide for the needed capital resources to expand its operations through private placements on a project-by-project basis in limited partnership form. To meet the Company's interim liquidity and capital resources needs while the Company's proposed future public offering and private placement offerings are being prepared and examined, the Company, in addition to short term borrowings, is presently contemplating further sales of its unregistered common equity to accredited investors under one or more exemptions that provide for the same.
EMPLOYEES
The Company presently has under contract eight officially elected officers of the Company, one fulltime and two part-time assistants. Certain of the contracts have provisions that are contingent upon the acquisition of substantial working capital by the Company. Accordingly, certain of the officers do not devote their full time to the business of the Company. Full and parttime employees involved in motion picture and/or television development production or distribution operations number between approximately 5-60 depending on the number of projects in process, the complexity of a particular project, and production and/or marketing timetables. The educational seminar subsidiary only uses personnel when presenting a seminar or similar event at which time approximately 3 to 5 employees are required.
Item 2.
Item 2. Description of Property.
The Company owns no real properties. The Company's present offices and facilities, located in both suburban and metropolitan geographic areas, encompass approximately 5,500 square feet in buildings of good condition. Locations which are occupied on a month-to-month or yearly lease basis include the Company's executive offices since 1984 at Seacliff Office Park, 2120 Main Street, Suite 180, Huntington Beach, California, 92648; and a video production office at 1119 Colorado Avenue, Santa Monica, California. The Company's corporate records office at 326 N. Chestnut, Lansing, Michigan, 48933; and a branch office of the Company at 220 W. Congress, 2nd Floor, Detroit, MI, 48226.
Item 3.
Item 3. Legal Proceedings.
There are no material pending legal proceedings to which the Company is a party or to which any of its assets are subject. However, the Company is currently in ongoing negotiations for the reimbursement of lost material which consists of eight 1" and/or 3/4" and/or digital betacam videotape and 35mm film submaster copies of feature length motion picture and television productions, owned or controlled by the Company which were maintained at a post production film and video facility. The Company's attorneys are preparing litigation and related processes relative to the lost material in the event the results of the negotiations are unsatisfactory. The Company would be seeking damages in the amount of three hundred ninety seven thousand five hundred ($397,500) dollars for the loss of its "stored material". Further, the co-producers with the Company's subsidiary, World Wide Films Inc., pertaining to a feature length film, commenced litigation to attempt to dissolve the co-production agreement which exists between the Co-Producer and the Subsidiary relative to the production processes of that feature length film. The Company's management and attorneys believed the lawsuit to be groundless and therefore, defended the action on that basis. The matter ultimately resulted in a favorable settlement for the Company, requiring the plaintiffs to pay all expenses of litigation. Further, the Company's attorneys are preparing litigation and related processes to recover funds due and belonging to the Company which were misappropriated by subagents of the Company encompassing the sale of feature film product in foreign territories.
Various legal actions, governmental investigations and proceedings and claims may be instituted or asserted in the future by the Company or against the Company and/or its subsidiaries including those arising out of alleged deficiencies in the company's products; governmental or industry regulations relating to safety, financial services; employment-related matters; distributor, exhibitor, co-producer, vendor, supplier, or other contractual relationships; intellectual property rights; product warranties and environmental matters. Some of the foregoing matters involve or may involve compensatory, punitive or anti-trust or other treble damage claims in varying amounts, environmental remediation programs, sanctions or other relief which, if granted, would require varying expenditures.
Litigation is subject to many uncertainties, and the outcome of individual litigated matters is not predictable with assurance. The Company does not reasonably expect, based on its analysis, that any adverse outcome from such matters would have a material effect on future consolidated financial statements for a particular year, although such an outcome is possible.
Item 4.
Item 4. Submission of Matters to a Vote to Security Holders.
On December 23, 2000, the Company filed Proxy material with the Securities and Exchange Commission in accordance with Rule 14(a). The proxy statement requested shareholders to vote for management nominees to the Company's Board of Directors. Of special significance, Management's recommendations were elected; 25,973,348 shares in favor, 200,000 shares opposed, and 26000 shares abstained. Management also requested shareholders to approve a combination restructuring of the outstanding stock of the Company (reverse split). The shareholders approved the restructuring as filed with the Securities and Exchange Commission in accordance with Rule 14(a), 25,473,348 shares in favor, 225,000 shares opposed, and 501,000 shares abstained. The restructuring effectuated in the years 2000 and 2001 has subsequently had a substantial affect on the company's financial statements in 2003.
Part II
Item 5.
Item 5. Market for Common Equity and Related Stockholder Matters.
The Company's common stock is traded in the Over-the-Counter market and prices are quoted by National Quotation Bureau, Inc. (NQB) on the NASD Electronic Bulletin Board.
The following are the high and low Registrant share prices (NASD Electronic Bulletin Board) for each fiscal quarter of 2004
Prices Fiscal 2004 High Low
First Quarter .05 .03 Second Quarter .05 .04 Third Quarter .40 .05 Fourth Quarter .18 .10
The following are the high and low Registrant share prices (NASD Electronic Bulletin Board) for the previous four years.
				Prices 			 High Low
2000			 1.00 .02 2001 .60 .02 2002 .15 .04 2003			 .05		.03
As of December 31, 2004, the latest practicable date for which information is available, the Registrant had approximately 1100 holders of record of the Registrant's common equity.
The Company has not declared nor paid any cash dividends since its incorporation, nor does it anticipate that it will pay dividends in the foreseeable future. Any earnings realized by the Company are expected to be reinvested in the Company's business; however, the declaration and payment of dividends in the future will be determined by the board of directors in light of conditions then existing, including, among which are the Company's earnings, its financial condition and capital requirements (including working capital) and any arrangements restricting the payment of dividends.
Item 6.
Item 6. Management's Discussion and Analysis or Plan of Operations.
Management's discussion and analysis of financial condition and results of operation should be read in conjunction with the consolidated financial statements and related notes.
RESULTS OF OPERATIONS
Year ended December 31, 2003 compared to year ended December 31, 2004
For the year ended December 31, 2003, net loss was $(6,356,858). For the year ended December 31, 2004, net loss was $(73,173).
The loss in 2003 resulted primarily from the yearend 2003 $6,241,258 writedown of motion picture and television properties and the $68,500 provision for doubtful accounts. The inventory writedown resulted from management's lower valuation of certain of its completed motion pictures included in its acquired library due to lower future revenue estimates at December 31, 2003. The lower estimates were based on recent world events, new industry developments, revised marketing and capital acquisition strategies, and to some extent, new accounting and governmental standards.
The operating revenues increase of $26,254 (164%) from $16,000 in 2003 to $42,254 in 2004 resulted from an increase in fee income received for production and distribution services. Non-operating income for 2004 was $35,000 relative to the acquisition memorandum (discussed in Note 7 of the financial statements) and interest of $273.
Excluding the writedown of motion picture and television properties at year end 2003, operating costs and expenses increased $19,230 (15%) from $130,447 in 2003 to $149,677 in 2004. The increase in 2004 was due primarily to a $15,000 stock-based purchase of inventory.
The Company has presented a consolidated balance sheet which includes four wholly-owned active subsidiaries: World Wide Inc., World Wide Productions Inc., World Wide Film & Television Institute, and World Wide Entertainment Inc. The Company's charter allows it to branch into diversified fields of enterprise provided management concludes there is a significant potential for profit. It is the decision of management to continue the major portion of the Company's operations in the motion picture and television industry, but since the primary business objective of the Company is to increase the value of its stockholders' equity, if and when opportunities arise to make profits for the corporation in a diversified industry, the Company shall investigate and if appropriate, pursue such opportunities. The motion picture and television segment of the Company's current or planned operations is the only segment material to the Company's financial statements or condition.
The Company's motion picture and television participation strategy has primarily been to expend its resources and to set in place strategic relationships and contracts in preparation for the continued development, acquisitions, production and/or marketing/distribution of quality moderate budget feature length motion pictures, documentaries, docudramas and television productions. The strategy additionally includes the acquisition of screenplays and teleplays suitable for development/packaging and completed motion pictures and television projects for licensing and marketing/distribution opportunities for all applicable sales territories throughout the world. At such time that additional working capital is secured, it is the Company's opinion that sufficient revenue will be generated by the existing film and television library and future distribution of potential new product, ultimately realizing its projected return on investment. Arrangements for participation by the Company in various feature film and television productions for the last 90 months include gross and net revenue participations in the following feature film and television productions ranging between 2-60% of worldwide revenue potential including all markets and all media that the particular production is distributed in.
(1) In 1997 and 1998, post production and distribution preparation of the documentary entitled THE OUTLAW TRAIL, 100 YEARS REVISITED, in association with Western Sunset Films, an 8-year old Los Angeles based documentary production company. (2) In 1998, development and production of the series television production entitled CLASSIC CAR, in association with SLIM, Inc., a 4-year old Los Angeles based television production company. (3) In 1999, the acquisition and preparation for marketing and distribution of the feature film entitled WHAT'S IN A COOKIE produced by production company Rocinante Productions Inc. and providing 50% of gross revenue participation to the Company in perpetuity. (4) In 2000, the acquisition and preparation for marketing and distribution of the feature films entitled MALEVOLENCE and THE SECOND COMING produced by production company Sig Larsen Productions Inc. and providing 50% of gross revenue participation to the Company in perpetuity. Other arrangements include preparation for Internet marketing and distribution of a feature length film acquired by the Company entitled CITIZEN SOLDIER originally produced by M&D Productions, a 7-year old Los Angeles based film production company, purchased by the Company in 1995 and providing a 60% gross revenue participation to the Company in perpetuity.
In 1998, all financing for the completion of the feature length production entitled SHATTERED ILLUSIONS featuring Morgan Fairchild, Bruce Weitz, Richard Lynch and Dan Monahan was secured and the production was completed. In 1999, the Company entered into an agreement with representative RGH/Lions Share Pictures Inc., a 15-year old, Los Angeles based distribution company for the purpose of conducting all foreign sales arrangements of the film.
In August, 1999, the Company entered into an agreement with Jaguar Entertainment Inc., a 12-year old Los Angeles based distribution company, for the purpose of marketing and distributing the feature length motion picture entitled NINTH STREET featuring Martin Sheen and Isaac Hayes to all domestic non-theatrical ancillary markets including home video, pay television, network television, satellite and DVD.
In August, 1999, the Company entered into an agreement with Rocinante Productions Inc., a 6 year old Los Angeles based production company, for the purpose of acquiring all of the right, title, and interest in the feature length motion picture entitled WHAT'S IN A COOKIE? The agreement also encompassed the acquisition by the Company of all foreign and domestic distribution rights to the film in perpetuity.
In August and September, 1999, the Company entered into an agreement with GTL Productions Inc., a 7-year old Omaha based production company for the purpose of acquiring the domestic and foreign marketing and distribution rights to a documentary series entitled ON THESE RUINS encompassing the titles of ANARTICA, THE GALAPOGOS ISLAND and EASTER ISLAND.
In June, 2000, the Company entered into an agreement for the development of an electronic commerce marketing arrangement with Pix Media Inc., a 2 year old Los Angeles based Internet company, for the purpose of providing a national and international e-commerce exploitation venue for various titles within the Company's completed film and television library.
Further, during fiscal year 2000 and in addition to continuing to exploit existing film and television projects such as the feature length films entitled "Shattered Illusions" and "Ninth Street", the Company negotiated and signed a North American Distribution contract on June 17, 2000, for the theatrical and ancillary exploitation of a full length feature film entitled "Amy". A domestic U.S. only, Distribution Agreement was executed with a sub-agent for First Motion Picture Inc. in Toronto, Ontario, Canada, on March 27, 2000, for the exploitation of ancillary rights to the full length feature film entitled "Jigsaw"; and on May 8, 2000, a domestic U.S. Distribution Agreement was executed with Praxis Entertainment Inc. in Dallas, Texas for the exploitation of ancillary rights to five full length feature films entitled "Flying Changes", "Winning Colors", "Shadow Dancer", "Trance", and "Corndog Man".
In February, 2001, the Company commenced theatrical marketingand distribution of the feature film entitled "Amy" with a Los Angeles premier of the film at the AMC Century City theaters, the MANN Westwood Cinema, the Loew's Cineplex, Beverly Center and throughout the Edwards theater circuit in Orange County, California. During the first and second quarters of 2001, the theatrical showings of the film continued with a rollout across the United States in cities including New York, Detroit, Seattle and Palm Springs.
In 2000, 2001, 2002, 2003 and 2004, certain other film and television participations of the Company included development and packaging arrangements, the Company's review and in certain cases, advice and counsel on screenplays and screenplay development scenarios for the subsequent possible packaging and production and distribution of a particular project. The most significant of these productions, their production companies, and percentage of future gross revenue allocated to the Company, were the feature length film entitled CORKLESBY offered by co-production company Northstar Entertainment Inc., a 4-year old Los Angeles based production company, (50%); and the feature length film entitled ALONG FOR THE RIDE offered by production company Wittman Productions Inc., a 4-year old Los Angeles based production company, (50%). In 2000, the Company prepared for production, began distribution and entered negotiations.
GENERAL
In fiscal 2003 and 2004, the Company continued its involvement in a variety of film and television projects relative to development, acquisitions, packaging, production and marketing/distribution activities. The Company also continued to pursue potential diversified business opportunities that have cash flow possibilities. Management believes that a film or television production's economic success is dependent upon several overlapping factors including general public appetite of a potential genre or performer at the time of release, domestic and international marketing philosophy, applicable usage of existing and new and emerging technology, advertising strategy with resultant penetration and the overall quality of the finished production. The Company's film and television productions may compete for sales with numerous independent and foreign productions as well as projects produced and distributed by a number of major domestic and foreign companies, many of which are units of conglomerate corporations with assets and resources substantially greater than the Company's.
Management of the Company believes that in recent years there has been an increase in competition in virtually all facets of the Company's business. Specifically, the motion picture industry competes with television and other forms of leisure-time entertainment. Since the Company may for certain undetermined markets and products distribute its product to all markets and media worldwide, it is not possible to determine how its business as a whole will be affected by these developments and accordingly, the resultant impact on the financial statements.
Subject to current market conditions, the Company has currently obtained or arranged for the investment capital to produce and/or distribute a minimum of four full length feature films or specialty television productions within the next two years. In addition to the development, financing, production, and distribution of motion picture and television product, the Company expects to continue to exploit a portion or portions of the Company's completed film and television library to a wide variety of distribution outlets including network television, cable television, satellite broadcast, pay-per-view, and home video sales. Specifically, live action motion pictures are generally licensed for broadcast on commercial television following limited or wide release distribution to theatrical outlets (theaters), home video and pay television. Licensing to commercial television is generally accomplished pursuant to agreements which allow a fixed number of telecasts over a prescribed period of time for a specified license fee. Television license fees vary widely, from several thousand to millions of dollars depending on the film or television production, the number of times it may be broadcast, whether it is licensed to a network or a local station and, with respect to local stations, whether the agreement provides for prime-time or off-time telecasting. Licensing to domestic and foreign television stations (syndication) is an important potential source of revenue for the Company, although in recent years the prices obtainable for individual film and television product in domestic syndication have declined as pay television licensing has grown. The growth of pay television and home video technologies, i.e. DVD (Digital Video Disk) and HDTV (High Definition television), has had an adverse affect on the fees obtainable from the licensing of film and television product to networks and local television stations. Thereby potentially affecting the Company's ability to generate substantive revenue from this particular venue; however increasing revenue potential in other areas. Conversely, the Company may derive revenue from the marketing and sale, either directly or through licensees, of motion pictures and other filmed or videotaped product on videocassette or Digital Video Disk for playback on a television set or monitor through the use of videocassette recorders ("VCRs"), digital video disk recorders and continued advancements of pay television (cable), satellite broadcast technologies, and Internet applications domestically and internationally.
The Company currently holds the distribution rights to 314 motion picture and television titles. The revenue competition relative to existing or pending exploitation agreements of the Company's film and television product library and current and future production and distribution of projects is volatile due to the many technological and innovative changes in the industry and also changes regularly occurring in the international economy.
Because the commercial potential of individual motion pictures and television programming varies dramatically, and does not bear any relationship to their production, acquisition or marketing costs, it is impossible to predict or project a trend of the Company's income or loss. However, the likelihood of the Company reporting losses in the short term is increased by the industry's general method of accounting which requires the early recognition of the entire loss (through increased amortization) in instances where a motion picture or television program produced or acquired is not expected to recover the Company's investment. On the other hand, the profit from a successful film or television production is deferred and recognized over the entire period that revenues are generated by that motion picture or television program. This method of accounting may also result in significant fluctuations in reported income or loss, particularly on a quarterly basis, depending on the Company's release of product into the marketplace and overall domestic/international exploitation schedule and the performance of individual motion pictures or television programs.
The company's revenue is derived from a variety of sources. Currently the most impactual of these sources are its fees as packager and/or the managing production company of various film and television projects (including feature length motion pictures, documentaries, docudramas, and television productions), film and television marketing & distribution fees, fees from the licensing and/or rental of its completed film and television library and related entertainment industry consulation fees.
A significant portion of the Company's assets was purchased with the issuance of shares of its common and preferred stock. In the absence of a consistent market for the securities issued, the value of the film and television product purchased by the Company was agreed to by the sellers and the purchaser in arms length transactions in accordance with generally accepted accounting standards and additionally, internal evaluation and auditing procedures. The films and television productions in the Company's library have uncertain future revenues that may be expected to grow or diminish along with all of the ancillary markets now and in the future that are available for exploitation. In some cases, individual films or television productions may be timeless and irreplaceable, in many cases their book value is nil having been amortized based on revenues received several years ago and the inability to estimate a market value or reasonable expected revenue. Certain of the inventory product without book value produce income and in light of new emerging technology the company expects additional revenue from these sources.
The Company's film and television library consists of newly produced and historical film and videotaped product and rights thereto purchsed as an investment and/or exploitated by leasing and/or rental to a wide variety of domestic and international outlets. Many film and television libraries such as the Company's that were purchased for investment over a span of many years, have appreciated considerably in value as a direct result of new and emerging technologies, revived or newly created public appeal for a certain performer or genre, unique applications of particular production process (special digital effects) and standard and newly developed non-theatrical ancillary markets throughout the world. New technological advances such as DVD (Digital Video Disk), HDTV (High Definition Television), CD-ROM, DVD ROM, DVD Audio and Internet applications have enhanced and are greatly expanding resale and leasing capability of film or television product no longer in the legal or physical possession of the original producers or distributors.
The film and television inventory of the Company is regularly reviewed and evaluated on a film-by-film basis by the Company's management. Complicated accounting principles make it difficult to discern exactly the value of the Company's film and television library as carried on its balance sheet; the value may be buried among films currently in release, television productions currently in broadcast, future films and television productions under production or development, and the ubiquitous "other". Forecasting any film or television project's future revenues is a difficult and uncertain art, even for major film distributors and television syndicators. The accounting principles and industry practices in these areas leave unusual discretion with the film and/or television company executives and often result in "unusual" changes in individual periods. There is no generally accepted final industry consensus for valuing motion picture and television inventory, film and television projects in process, distribution/syndication contracts, participation agreements, and performer and production related contracts. The accounting profession is continuously reviewing the problem of how to fairly report film inventory on financial statements. Since the Financial Accounting Standards Board (FASB) guidelines do not apply directly to the Company's planned exploitation program, in an effort to conform as closely as possible to the guidelines and in accordance with management's discussions with the Securities and Exchange Commission, the Company has periodically from a cost basis of $20,451,441 in the year 1996, substantially revalued its inventory of film and television product, resulting in a net realizable value reduction in the stated value on the balance sheet. Although the Company has on its Board of Directors and professional staff personnel qualified to estimate the value of its film and television inventory for internal verification purposes, it retains the services of independent appraisers who review the Company's film and television library, ensuring a greater measure of objectivity.
The Company is continually negotiating with various potential lessors of portions of the film and television library for the implementation of exploitation possibilities. The results of such negotiations may materially affect the asset section of the Company's balance sheet. The Company currently utilizes stae-of-the-art exploitation such as the Internet to expose its library catalog to the public. Full exploitation of the Company's investment in its film and television product inventory is dependent on the acquisition of additional capital. The Company depreciates each film or television program starting with its specific exploitation by the Company. The Company continues to occasionally provide inventory properties it considers potentially revenue producing.
Significant current and potential revenue may accrue to the Company from a number of contracts and arangements where no tangible asset is involved.
The Company reviews the current pronoucements of the accounting, government and industry professionals. In that regard, it continually analyzes its accounting policies to ensure that it stays up-to-date in the presentation of its financial statements. The Company believes it is not materialy affected by any current issues at this time.
LIQUIDITY AND CAPITAL RESOURCES
Cash increased $44,076 to $69,172 at December 31, 2004 from $25,096 at December 31, 2003. This increase was due to $24,656 from operating activities, and $19,420 from financing activities.
At December 31, 2004, the Company had lines of credit with three financial institutions totaling approximately $110,000 and unused lines of credit totaling approximately $97,884. The company also has an excellent Dun and Bradstreet rating resulting in additional substantial credit with suppliers and vendors which the use of during film production previously has exceeded $200,000.
In accordance with the Securities and Exchange Commission "Regulation D", and subject to Rule 144 restrictions, in 2003 the Company issued 860,290 shares of its common stock for services and no shares for product or cash and 15,500 shares of preferred stock for product received in 2002. In 2004 the Company issued 10,000 shares of its common stock and no shares of its preferred stock for cash and 1,500,000 shares of its common stock and no shares of its preferred stock for product and services acquired by or provided to the Company. No proceeds from the sale of the corporation's common stock or preferred stock has ever been used to pay compensation to employees or executives of the Company.
The Company's principal liquidity at the end of 2003 included cash of $25,096 and net accounts receivable of $84,000, and at the end of 2004 included cash of $69,172 and no accounts receivable. The Company's liquidity position has remained sufficient to support on-going general administrative expense, pilot programs, strategic position, and the garnering of contracts, relationships and film and television product for addition to the Company's library, and the financing, packaging, development and production of two feature films and marketing and distribution of specialty television projects and product.
Although the Company during 2003 and 2004 earned revenues, unless the Company has an influx of additional capital, the Company will not be able to accomplish its planned objectives and revenue projections. Accordingly, the Company intends to resolve and provide for its liquidity needs as well as provide for the needed capital resources to expand its operations through future proposed public offerings of its common shares to the public. It is anticipated that offerings may commence within the next 24 months for an amount to be determined by the Company and its underwriter(s).
To meet the Company's interim liquidity and capital resources needs, the Company is presently investigating the possibilities of future loans and is considering future sales of unregistered common equity to accredited investors under one or more exemptions that provide for same. In the event loans are obtained, one of the terms may provide that such loans be repaid from the proceeds derived from the Company's contemplated public offering. A primary use of public offering proceeds would be the further exploitation of the Company's current completed product film and television library, participations in completed films, and the continued development, production and marketing/distribution of new film and television production opportunities.
The Company expects its marketing operations to expand considerably over the next three years. The current inventory and contracts acquired by the Company are now beginning to be more vigorously exploited as the Company's focus moves from extensive accumulation of product and contracts in an ownership capacity to capital acquisition specifically for marketing purposes using recently developed technologies. Although the Company is conservative regarding its policy concerning the use of borrowed operating capital, it is now in a position to use its reputation and contacts in the industry to leverage operating funds profitably.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND MANAGEMENT'S STATEMENT REGARDING INTERIM PERIOD ADJUSTMENTS
The statements which are not historical facts contained in this Form 10-KSB are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. The words "anticipate", "believes", "expect", "intend", "may" or similar expressions used in this Form 10-KSB as they relate to the Company or its Management are generally intended to identify such forward looking statements. These risks and uncertainties contained in this Form 10-KSB include but are not limited to, product demand and market acceptance risks, the effect of economic conditions generally and retail/wholesale in the motion picture and television industry and marketing conditions specifically, the impact of competition, technological difficulties, capacity and supply constraints or difficulties, new government regulations, the results of financing efforts, changes in consumer preferences and trends, the effect of the Company's accounting policies, weather conditions, acts of God, and other risks detailed in the Company's Security and Exchange Commission filings. The Company's management has made all the adjustments relative to the fiscal yearend statements and the interim period therein, which in the opinion of management are necessary in order to make the financial statements straight forward, understandable and not misleading.
Item 7.
Item 7. Financial Statements.
WORLD WIDE MOTION PICTURES CORPORATION Index to Financial Statements						Page
Report of Independent Auditor					
Financial Statements:
Consolidated Balance Sheets as of December 31, 2004 and 2003	
Consolidated Statements of Operations for the years ended December 31, 2004 and 2003				
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2004 and 2003		
Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2003				
Notes to Consolidated Financial Statements			
REPORT OF INDEPENDENT AUDITOR
To the Board of Directors and Stockholders of World Wide Motion Pictures Corporation
I have audited the accompanying consolidated balance sheets of World Wide Motion Pictures Corporation and subsidiaries (the "Company") as of December 31, 2004 and 2003 and the related consolidated statements of operations, stockholders' equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these consolidated financial statements based on my audits.
I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of World Wide Motion Pictures Corporation and subsidiaries as of December 31, 2004 and 2003 and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.
The consolidated balance sheets of the Company as of December 31, 2004 and 2003 include motion picture and television properties (less accumulated amortization) of $4,289,032 and $4,279,584, respectively. As more fully described in Notes 2 and 3 to the consolidated financial statements, the properties are stated at the lower of amortized cost or estimated fair value on an individual film basis. Estimated fair values of the respective properties are based on management estimates of future revenues from the respective properties. Actual future revenues from these properties may differ materially from such estimates as a result of many factors, including the amount of capital available to exploit the properties.
						/s/ Michael T. Studer CPA P.C. 						 Michael T. Studer CPA P.C.
Freeport, New York March 25, 2005
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets 							 December 31, 							 2004	 2003 Assets
Cash							$ 69,172 $ 25,096 Accounts receivable, less allowance for doubtful accounts of $31,500 and $68,500, respectively		 -	 15,500 Motion picture and television properties, less accumulated amortization and writedowns of $6,330,466 and $6,324,914, respectively		 4,289,032 4,279,584 Equipment, less accumulated depreciation of $10,276 and $5,232, respectively				 40,161	 45,205
Total assets						$4,398,365 $4,365,385
Liabilities and Stockholders' Equity
Liabilities: Debt							$ 29,116 $ 30,833 Accounts payable and accrued liabilities			 -	 -
Total liabilities					 29,116	 30,833
Stockholders' equity: Preferred stock, $.01 par value; authorized 1,000,000 shares, issued and outstanding 468,217 and 468,217 shares, respectively (liquidation preference of $4,682)		 4,682	 4,682 Preferred stock, $10.00 par value; authorized 100,000 shares, issued and outstanding 23,000 and 23,000 shares, respectively (liquidation preference of $230,000)		 230,000	230,000 Common stock, $.001 par value; authorized 100,000,000 shares, issued and outstanding 23,781,752 and 13,034,752 shares, respectively	 23,782	 13,035 Additional paid-in capital				10,515,795 10,418,672 Retained earnings (deficit)				(6,405,010) (6,331,837)
Total stockholders' equity				 4,369,249 4,334,552
Total liabilities and stockholders' equity		$4,398,365 $4,365,385
See notes to consolidated financial statements.
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations 							 Year Ended December 31, 							 2004	 2003
Operating revenues				 $ 42,254 $	 16,000
Operating costs and expenses: General and administrative (including stock-based compensation of $77,370 and $8,603, respectively)	 123,581	 51,539 Provision for doubtful accounts			 15,500	 68,500 Depreciation of equipment				 5,044	 5,044 Amortization of motion picture and television properties 5,552	 5,364 Writedown of motion picture and television properties	 - 6,241,258
Total operating costs and expenses			 149,677 6,371,705
Income (loss) from operations				 (107,423) (6,355,705)
Other income (expense): Interest income					 273	 328 Interest expense					 (1,023)	 (1,481) Income resulting from terminated Acquisition Memorandum				 35,000	 -
Net loss					 $ (73,173) $(6,356,858)
Loss per share - basic and diluted		 $ (0.00) $	 (0.51)
Weighted average number of common shares outstanding: Basic						17,194,127 12,531,720
Diluted						17,959,395 13,296,988
See notes to consolidated financial statements.
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity Years Ended December 31, 2004 and 2003
					 Additional	 Retained Total Preferred Stock	 Common Stock	 Paid-in	 Earnings Stockholders' Shares Amount	Shares	 Amount Capital	(Deficit) Equity
Balances, December 31, 2002
476,217 $224,542 12,174,462 $12,174 $10,420,920 $ 25,021 $10,682,657
Shares issued for services: 	 -	 -	 860,290 861	 7,742		 -	 8,603 Shares issued for payable: 15,000 10,140	 -	-	(9,990)		 -	 150 Net loss: 	 -	 -	 -	-	 -	(6,356,858) (6,356,858) Balances, December 31, 2003
491,217 234,682 13,034,752 13,035 10,418,672	(6,331,837) 4,334,552
Shares issued: 	 -	 -	 - 7,737	69,633		 -	 77,370 for services: 	 -	 - 3,087,000	-	 -		 -	 - for accumulated compensation: 	 -	 - 3,150,000	-	 -		 -	 - for reimbursement: 	 -	 - 1,500,000	-	 -		 -	 - Shares issued in connection with Acquisition Memorandum: 	 -	 - 1,500,000 1,500	13,500		 -	 15,000 Shares issued for motion picture and television properties: 	 -	 - 1,500,000 1,500	13,500		 -	 15,000 Shares issued for cash: 	 -	 -	 10,000 10	 490		 -	 500 Net loss: 	 -	 -	 -	-	 -	 (73,173)	(73,173) Balances, December 31, 2004
491,217 $234,682 23,781,752 $23,782 $10,515,795 $(6,405,010) $4,369,249
See notes to consolidated financial statements.
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows 							Year Ended December 31, 							 2004		 2003 Cash flows from operating activities: Net income (loss)				 $ (73,173) $(6,356,858) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Shares issued for services			 77,370	 8,603 Provision for doubtful accounts receivable	 15,500	 68,500 Amortization of motion picture and 	 television properties				 5,552	 5,364 Writedown of motion picture and 	 television properties				 - 6,241,258 Depreciation of equipment				 5,044	 5,044 Changes in assets and liabilities: 	 Accounts receivable				 -	 22,478 	 Other assets					 -	 634 	 Accounts payable and accrued liabilities	 -	 (560)
Net cash provided by (used in) operating activities	 30,293	 (5,537)
Cash flows from investing activities: Additions to motion picture and television properties -	(17,564)
Net cash provided by (used in) investing activities	 -	(17,564)
Cash flows from financing activities: Common stock sold for cash				 500	 - Shares issued in connection with 	 Memorandum of Understanding			 15,000	 - Net increase (decrease) in debt			 (1,717)	 (1,002)
Net cash provided by (used in) financing activities	 13,783	 (1,002)
Net increase (decrease) in cash				 44,076	(24,103)
Cash, beginning of year					 25,096	 49,199
Cash, end of year				 $ 69,172 $	 25,096
Supplemental disclosures: Cash payments made during the year: Interest					 $	 1,023 $	 1,481
Income taxes				 $	 - $	 -
See notes to consolidated financial statements.
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements Years Ended December 31, 2004 and 2003
1. Description of Business
World Wide Motion Pictures Corporation ("WWMPC") was incorporated in Michigan on December 9, 1980. WWMPC and its subsidiaries (collectively, the "Company") acquire, produce, finance, develop, and distribute motion picture and television properties and render consulting services to the entertainment industry.
2. Summary of Significant Accounting Policies
a. Principles of consolidation
The consolidated financial statements include the accounts of WWMPC and its four wholly owned subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation.
b. Cash and cash equivalents
For purposes of the consolidated balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
c. Revenue recognition
The Company recognizes revenues in accordance with Statement of Position No. 00-2, "Accounting by Producers or Distributors of Films" (the "SOP") issued by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants in June 2000.
d. Motion picture and television properties
Motion picture and television properties are stated at the lower of amortized cost or estimated fair value on an individual film basis. The valuation is reviewed on a title-by-title basis and is determined using management's future revenue and cost estimates and a discounted cash flow approach.
Costs of acquired libraries and other costs are amortized using the individual-film-forecast method, whereby costs are amortized and participation and residual costs are accrued in the proportion that current year's revenue bears to management's estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition, or sale of the properties. Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the motion picture or television program.
A substantial portion of the Company's properties are completed motion pictures and television programs purchased from third parties by the exchange of shares of WWMPC Common Stock and WWMPC Preferred Stock.
e. Equipment
Equipment is stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets.
f. Income taxes
Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
g. Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
h. Loss per share
Basic earnings (loss) per share is calculated based on the weighted average common stock outstanding for the period. Diluted earnings (loss) per share includes the impact of convertible securities (such as convertible preferred stock), if dilutive.
i. Stock-based compensation
The Company expenses stock-based compensation at fair value in accordance with SFAS No. 123, "Accounting for Stock-Based Compensation".
j. Reclassification
Certain prior year information has been reclassified to be comparable to the current year presentation.
3. Motion Picture and Television Properties
Motion picture and television properties consist of: 							 December 31, 							 2004		2003
Library of completed motion pictures and television productions	 $ 9,713,549 $ 9,698,549 Screenplays and development costs			 905,949	905,949
Totals					 10,619,498 10,604,498
Accumulated amortization and writedowns	 (6,330,466) (6,324,914)
Motion picture and television properties - net $ 4,289,032 $ 4,279,584
Motion picture and television properties (net) changed as follows:
						 Year Ended December 31, 							 2004		2003
Balance, beginning of year			 $ 4,279,584 $10,508,642 Additions						 15,000	 17,564 Amortization						 (5,552)	 (5,364) Writedowns							- (6,241,258)
Balance, end of year				 $ 4,289,032 $ 4,279,584
The majority of the Company's motion picture and television properties were acquired from third parties in exchange for shares of WWMPC Common Stock and WWMPC Preferred Stock.
The motion picture and television properties are stated at the lower of amortized cost or estimated fair value on an individual film basis. Estimated fair values of the respective properties are based on management estimates of future revenues from the respective properties. Actual future revenues from these properties may differ materially from such estimates as a result of many factors, including the amount of capital available to exploit the properties.
4. Debt
Debt consists of: 							 December 31, 							 2004	 2003 Due bank (under $70,000 line of credit), interest at 8%, due in monthly installments of principal and interest, secured by personal guarantees of WWMPC officers		 $ 12,116 $ 13,833
Due related party, interest at 0%, due on demand (lender has agreed to waive payment until such time as the Company has sufficient working capital to accomplish its objectives)		 17,000	 17,000
Totals					 $ 29,116 $	 30,833
At December 31, 2004, the Company had lines of credit with three financial institutions totaling approximately $110,000, unused lines of credit totaling approximately $97,884, and unsecured credit available from a variety of suppliers and vendors which it uses for daily operations.
5. Preferred Stock
Commencing in 1988, WWMPC has issued different series of preferred stock, some $.01 par value and some $10.00 par value, to acquire motion picture and television properties and to compensate for services. The preferred stock ranks senior to the common stock in respect of dividends and liquidation rights. Shares of preferred stock are nonvoting and are not entitled to mandatory dividends. Some series of preferred stock are convertible into common stock; other series are not.
At December 31, 2004, preferred stock consists of:
						 Number 			 Number		Shares of 			 Shares of	 Common Stock Series			Preferred Stock	 Convertible Into
$.01 Par Value: 89-B			 717		 2,868 91-C			 1,000		 4,000 02-D+E			 26,000		 104,000 94-F+E			 51,000		 20,400 94-H+I			 7,500		 30,000 96-J			 15,000		 30,000 99-K			 10,000		 0 00-L+M			 25,000		 0 01-M+O			 28,000		 0 02-Q			 75,000		 150,000 02-R			 200,000		 400,000 02-S			 10,000		 20,000 02-T			 5,000		 0 03-U			 14,000		 0
$.01 par value totals	 468,217		 761,268
$10.00 Par Value: 88-A			 20,000		 4,000 01-N+P			 2,000		 0 03-V			 1,000		 0
$10.00 par value totals	 23,000		 4,000
Total preferred stock	 491,217		 765,268
6. Income Taxes
WWMPC and its subsidiaries file consolidated federal income tax returns.
The Company's effective tax rate differs from the U.S. federal income tax rate for the following reasons: 						 Year Ended December 31, 							 2004		2003
Computed federal income tax (benefit) at 34%	 $ (24,879) $(2,161,332) Computed state income tax (benefit), net of federal tax effect						 (4,269) (370,885) Change in valuation allowance				 29,148 2,532,217
Provision for (benefit from) income taxes	 $	 - $	 -
Management has not determined it to be more likely than not that a deferred tax asset attributable to the future utilization of net operating loss carryforwards as of December 31, 2004 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at December 31, 2004. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforwards are available in varying amounts through year 2024 to offset future taxable income.
Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
7. Acquisition Memorandum
On September 10, 2004, WWMPC executed a Memorandum of Understanding (the "Memorandum") with American Pioneer Financial Services Inc. ("APFS"). Later in September 2004, pursuant to the Memorandum, APFS paid WWMPC $50,000 to be used for WWMPC legal, accounting, consulting work and miscellaneous expenses, WWMPC's president sold 1,000,000 unrestricted shares of WWMPC Common Stock to a trust designated by APFS at a price of $.001 per share, or $1,000, and WWMPC issued 1,500,000 shares of WWMPC Restricted Common Stock to a trust designated by APFS. In September 2004, these transactions were recorded as a $15,000 increase in stockholders' equity and a $35,000 increase in accounts payable and accrued liabilities.
Among other things, the Memorandum provided that the parties would work together to prepare an Acquisition Agreement whereby, if approved by each party's Board of Directors and Shareholders, WWMPC would acquire 100% of APFS in a tax free exchange and the former APFS shareholders would acquire a majority interest in the resulting entity (approximately 95%) in a "reverse acquisition". The Memorandum also provided that a "fairness opinion" respecting the transaction be provided by a certain certified public accountant. The Memorandum also provided that neither the $50,000 nor the 1,500,000 shares were refundable and that the 1,000,000 shares transferred by WWMPC's president would be refunded if the acquisition was consummated.
The Memorandum terminated effective December 22, 2004. Accordingly, the Company has reversed the $35,000 liability and recognized $35,000 income in the three months ended December 31, 2004.
8. Related Party Transactions
In the year ended December 31, 2004, WWMPC issued 3,150,000 shares of WWMPC Restricted Common Stock to its president and director for prior accumulated and current services rendered, issued a total of 610,000 shares of WWMPC Restricted Common Stock to other Company officers and directors for services rendered and 1,500,000 as reimbursement pursuant to the Acquisition Memorandum. The Company recorded these issuances as an expense valued at $.01 per share, or $52,600 total.
In the year ended December 31, 2003, WWMPC issued 750,000 restricted shares of WWMPC Common Stock to a Company vice president for services rendered. The Company recorded this issuance as an expense valued at $.01 per share, or $7,500.
9. Commitments and Contingencies
Employment agreement - On October 20, 1983, WWMPC executed an agreement with its president (hereafter, "Hancock"). The agreement provided that Hancock will be the chief executive officer of WWMPC until April 1, 2012 (April 1, 2022, if renewed by Hancock). Under the agreement, Hancock is entitled to an annual salary of $85,000 per year for 1983 and annual salaries thereafter equal to $85,000 plus annual increases equal to the greater of (a) $15,000 or (b) proportionate increases in the Consumer Price Index, plus up to 5% of certain revenues earned by the Company. Hancock was paid cash compensation totaling $24,653 and $19,251 in the years ended December 31, 2004 and 2003, respectively, and has waived all unpaid compensation due him through December 31, 2004.
Lease agreement - The Company leases its executive office in Huntington Beach, California under a one year lease expiring December 2005 at rentals of $736 per month. Rent expense was $9,742 and $7,878 for the years ended December 31, 2004 and 2003, respectively.
Item 8.
Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
N/A
Part III
Item 9.
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.
The Board of Directors is divided into three classes as nearly equal in number as may be, with the term of office of one class expiring each year.
When the number of directors is changed, any newly created directorships or any decrease in directorships are so apportioned among the classes as to make all classes as nearly equal in number as possible. When the number of directors is increased by the Board and any newly created directorships are filled by the Board, there are no classifications of the additional directors until the next annual meeting of shareholders. Notwithstanding the foregoing, unless voting rights thereon are equated to those on the Common Stock, whenever the holders of any series of Preferred Stock are entitled, voting separately as a class, to elect directors, the terms of all directors elected by such holders expires at the next succeeding annual meeting of shareholders. Subject to the foregoing, at such annual meeting of shareholders the successors to the class of directors whose term then expires are elected to hold office for a term expiring at the third succeeding annual meeting.
At each annual meeting of the shareholders for the election of the directors (or special meeting of shareholders in lieu thereof) at which a quorum is present, those persons equal in number to the number of director positions for which a class, series or aggregation of classes and/or series are voting, who receive the highest number of votes in such class, series or aggregation which is voting for directors, counting all shareholders voting in person or by proxy entitled to vote therefore, are elected as directors.
Vacancies that occur prior to the expiration of the then current term (whether as a result of a newly created director position on the Board or otherwise), if filled by the Board shall be filled only until the next succeeding annual meeting. Each of the directors of the Company hold office until the annual meeting of shareholders at which the class to which the director has been elected has expired and until his successor is elected and qualified or until his earlier death, resignation or removal.
The following sets forth the names and ages of all of the Directors and Executive Officers of the Company, positions held by such person, length of service, when first elected or appointed and term of office.
DIRECTOR AND/OR EXECUTIVE OFFICER FIRST ELECTED TERM OF NAME AND AGE POSITION OR APPOINTED	 OFFICE - --------------- --------- ------------	 ------ Charles Bailey Chairman of the	1985	 2006 Age 72 Board of Directors
Paul D. Hancock	 President/Chief	1977	 Director/2006 Age 49 Executive Officer		 Officer/2015 and Director
A. Robert Sobolik Exec. Vice President	1981	 Director/2006 Age 69 	 Treasurer and Director		 Officer/Indefinite
Larry Epstein, Esq. Secretary 	1989 	 Director/2005 Age 56 Director 	 Officer/Indefinite
John R. Woodward Vice President, 	1982	 Director/2006 Age 54 Film Production and 	 Officer/Indefinite Distribution Director
George T. Lindsey Vice President, 	1982 	 Director/2006 Age 67 Creative Development 	 Officer/Indefinite Director
James J.Aitken,C.P.A. Vice President, 	1982 	 Director/2006 Age 64 Finance and 	 Officer/Indefinite Administration, Director
John D. Foley Director 	1990 2005 Age 54
Robert E. Capps, Jr. Director 	1990 2005 Age 54
Lewis O'Neil Director		1998	 2006 Age 53
Ben Whitfield Jr. Esq. Director 	 1980 2005 Age 55
Brendan Cahill Director 	1986 2006 Age 56
Alex Trebek Director 	1987 2005 Age 64
Leroy J. Steele Director 	1987 2005 Age 80
Robert Lisnow Director 	1998 2006 Age 55
Philip Langwald Director 	1985 2006 Age 100
Fred Baron	 Director 	1994	 2006 Age 53
Charles Newirth Director 	1994 2006 Age 49
Linda Fausey		 Director		2004	 2007 Age 51
Tony Miller Associate V.P. 	1999	 Indefinite Age 59 Production
Brian J. Patnoe	 Associate V.P. 	1986	 Indefinite Age 46 Administration
Michael Maghini Associate V.P. 	1985	 Indefinite Age 47 Finance
CHARLES C. BAILEY*, age 72 - Mr. Bailey is the Chairman of the Board of the Company. Mr. Bailey has most recently been the producer of a variety of Broadway and other theatrical stage productions including the award winning musical "My One and Only" with Twiggy and Tommy Tune, "Stardust" with Sean Young, 'Lucky Guy' with Faith Prince, and "Dream" with Lesley Ann Warren and Margaret Whiting. In addition, he is the Executive Producer of King Street Productions, a theatrical production company in New York City, which develops and produces Broadway and regional stage productions. Prior to his professional Broadway activities, Mr. Bailey was Senior Vice President of Thompson McKinnon Securities Inc. and previously Vice President of Prudential Bache Securities (now Prudential Securities), both in New York and two of Wall Street's leading investment banking firms. As a fully licensed investment banker with Prudential Bache and Thompson McKinnon, Mr. Bailey prepared a wide variety of multi-million dollar national municipal bond issues for the capital markets and was responsible for the underwriting of those and other issues. In conjunction with Mr. Bailey's investment banking responsibilities, he was the principal of O.B. Bailey Associates, a financial advisory service. He has been involved in international business and finance for more than 35 years, encompassing organizations and enterprises throughout the Orient, Europe, South America and the Middle East. He is a graduate of Hamilton College in New York and a member of several professional organizations including past National Director, International Director of the United States Junior Chamber of Commerce and Commission Chairman of Junior Chamber International (JCI).
PAUL D. HANCOCK*, age 49 - Mr. Hancock is the President and Chief Executive Officer of the Company. He is the founder and developer of its film/television production concept and corporate mission objectives, and has served as President and Chief Executive Officer since its inception. Prior to and during his tenure with the corporation, he has functioned as a production and business advisor to various film financing and production companies and has supervised the development/packaging and production of a wide variety of moderately budgeted/cost-controlled feature film and television projects. Mr. Hancock was responsible for leading one of the first exploratory film finance teams to the Wall Street capital markets in the late 1970's in order to develop and encourage motion picture financing by the investment banking community. He was instrumental in the formulation of entertainment industry relationships specifically in moderate budget feature film production financing with companies such as E.F. Hutton & Co.; Kidder, Peabody and Prudential-Bache Securities. Mr. Hancock has also been a lecturer on various aspects of the entertainment industry, entrepreneurship and finance at University Graduate Schools of Business, seminars and conferences, is a frequent radio talk show guest discussing independent film financing, production and marketing, and is published in various print media encompassing film and television industry topics. He has developed and maintained a specialized expertise in and conducted diverse consulting for motion picture and television financial packaging, specifically for public securities offerings, private sector investments and commercial banking. He was previously employed in a variety of management capacities in the theater and hotel businesses for Farber Enterprises and Ramada Incorporated. Mr. Hancock attended the Cranbrook Academies, Eastern Michigan University, and the University of California at Los Angeles. He belongs to several professional organizations including the Academy of Television Arts and Sciences.
A. ROBERT SOBOLIK*, age 69 - Mr. Sobolik is the Executive Vice President and Treasurer of the Company. He has previously held senior corporate positions including Vice President of Operations for Stratavision Inc. in Southern California specializing in computer software development. Mr. Sobolik has been a financial consultant and advisor to various international and U.S. Fortune 500 corporations including HRT Industries; Senior Consultant/financial services, Saudi Airlines in Saudi Arabia and Senior Project Manager for Sierra Power Co. and the Texas Legislative Counsel. Prior to his consulting services, he was Project Manager and Director for computer systems in corporate development with the U.S. Borax Chemical Corporation and before that supervised computer operations, computer systems and corporate data processing. He has also been a Manager and Controller of computer operations for a major Los Angeles based corporation. Mr. Sobolik has served in corporate management for more than twenty-five years in business, finance and industry throughout the western U.S. and abroad.
LARRY EPSTEIN*, age 56 - Mr. Epstein is the Secretary of the Company. He is a practicing attorney in Southern California He has been a sole practitioner since 1987 specializing in business, family and entertainment law. He was previously involved for three years as Executive Vice President and in-house legal counsel to Cherrystone Pictures, Inc., an independent feature film production company based in Los Angeles, and in that capacity oversaw all corporate and administrative fiduciary responsibilities of the company and orchestrated all documentation for domestic and international co-ventures and related agreements. Prior to his production company involvement, Mr. Epstein was a Senior Partner in the Los Angeles-based law firm of Abouaf, Epstein, Meyers & Gronemeier, specializing in business, tax, and entertainment law. He is a member of the State Bar of California, San Fernando Valley Bar Association, Los Angeles County Bar Association and The American Bar Association. Mr. Epstein has sat for 7 years as special referee and judge for the State Bar of California and is also currently Judge Pro Tem for the Superior Court, State of California, County of Los Angeles.
JOHN R. WOODWARD, age 54 - Mr. Woodward is the Vice President for Film Production of the Company. He is responsible for the technical production procedures of the film and television projects the Company produces or co-produces. His career has spanned more than 20 years of both independent and studio film and television production for numerous companies such as Twentieth Century Fox, Paramount Pictures, Sony Pictures, Jerry Bruckheimer Films and Castle Rock Entertainment. Including studio involvement, he was executive in charge of production for independent production company Melco General, Incorporated in Los Angeles. He has been a senior member of the production team for a wide variety of film and television projects, including most recently "Liar Liar", "Gattaca", "Wild Thing", "Sweet Dreams", "Flashdance", "The Manitou", "Tales from the Crypt", "Young Guns II", "Universal Soldier", and the recent Academy Award nominated "Shawshank Redemption", among many others. Mr. Woodward has additionally been associated with and instrumental in productions at other major studios such as Warner Brothers, Columbia, Disney, the C.B.S. Studio Center, Samuel Goldwyn, and Bavaria-Atelier Studio in Germany. His television commercial background is varied having worked on commercials for the Sony Corporation, Lincoln- Mercury, and Pepsi. He has specialized training and expertise in pre-production through post production coordination and requirements, and film production budget control. He holds a Bachelor of Arts degree in Visual Arts, a Masters degree in Cinema Production, and is a member of the Director's Guild of America.
GEORGE T. LINDSEY, age 67 - Mr. Lindsey is the Vice President of Creative Development of the Company. He is responsible, with the production committee, for the selection and development of film projects for the Company. His film career spans over twenty-five years of literary and production film work. He has most recently completed writing feature film projects for New West Films Corp. He has been associated in the past with film production houses and television stations, including service as an executive producer and director on the staff of the National Broadcasting Company and its affiliate W.R.C.-T.V. and W.I.T.F. Formerly, as President of a motion picture production company, he produced documentaries and docudramas throughout Europe, Africa, and South America. He has worked with such talent as Eli Wallach, Henry Fonda, Raymond Massey, Leonard Nimoy, Brock Peters and Lorne Green. Mr. Lindsey has done in-depth work in the field of pre-production of motion picture projects and has earned over eighteen national film awards for film and television productions, including regional emmy awards, local emmy awards, the N.E.T. award for excellence in film production along with gold, silver and bronze medals in film production from the New York International Film Festival. He is a member of the Writer's Guild of America, West, Inc. and the Director's Guild of America.
JAMES J. AITKEN, age 64 - Mr. Aitken is the Vice President of Finance and Administration of the Company. He is responsible for the overall business management and administrative systems of the Company. He is a Certified Public Accountant and was formerly a Partner and Regional Manager for Ernst & Young, a national and international public accounting firm. His experience while engaged in public accounting encompassed a wide variety of clients including many companies in the entertainment industry including television, radio, cablevision and professional sports teams. Mr. Aitken has led many conferences and advanced workshops in professional management and accounting sponsored by Ernst & Young. He has also been an instructor and professor of business and finance and accounting courses at the University level. He is a member of the American Institute of Certified Public Accountants and several other professional societies and organizations related to business management and finance.
JOHN D. FOLEY, age 54 - Mr. Foley is currently President, Worldwide Distribution for October Films and was previously Executive Vice President of City Cinemas, a theatrical exhibition corporation in New York, and Executive Vice President of Miramax Films overseeing all theatrical acquisitions and distribution. Prior to Miramax, he was President of MGM/UA and was recruited by MGM in 1987 as Vice President/Sales where he managed domestic sales in the Southern and Western divisions of the United States. In 1989 he was named President, managing all North American activities for the company. Certain recent Miramax and MGM production successes he was instrumental in include "Pulp Fiction", "Benny and Joon" and "Untamed Heart". Other past productions he has been instrumental in include "Rainman", "A Fish Called Wanda", and "Moonstruck". Mr. Foley began his film career in 1975 on the East Coast with Columbia Pictures. He held various management positions with Columbia during his tenure with the company, encompassing regional sales throughout the midwest and southern United States. In 1986, DeLaurentis Entertainment Co. recruited him as Vice President of Distribution to establish the distribution operations for the company's opening in 1986.
ROBERT E. CAPPS, JR., age 55 - Mr. Capps, most recently Executive Vice President-Film for United Artists, has been involved in the marketing, distribution and exhibition of feature motion pictures for more than 25 years. Formerly, Senior Vice President and General Sales Manager for Tri Star Pictures, he has been instrumental in the development of new film marketing technology strategies for the motion picture industry, primarily the theatrical market. He has been directly involved in the building and expansion of distribution departments for companies such as Columbia Pictures, Paramount Pictures, and MGM. Mr. Capps was an instrumental force over the span of his career in the distribution and exhibition of a wide variety of both major and independent feature films including such classic film productions as the "Terminator" films, "Legend of Boggy Creek", and "Where the Red Fern Grows". He has also been a consultant to such major domestic and international exhibitor chains as Mann, Loew's and AMC.
LEWIS O'NEIL, age 53 - Mr. O'Neil was most recently Executive Vice President, Domestic Distribution for Polygram Filmed Entertainment overseeing all domestic theatrical exhibition of Polygram Films. Prior to Polygram he was Senior Vice President, domestic theatrical distribution for Twentieth Century Fox Film Corporation overseeing all theatrical exhibition of Fox Film throughout the western United States. Prior to his tenure with Fox, he was Executive Vice President of Metropolitan Theaters, a regional exhibition chain in the southwest. Certain major feature films Mr. ONeil has been instrumental in the distribution of include "Rocky", "Ghostbusters", "Dances with Wolves", "Star Wars Trilogy" and "Independence Day". He has also been a consultant in the area of theatrical exhibition and distribution to various independent producers, production companies and industry professionals including Michael Ovitz (Artists Management Group), the new entertainment website iAM.com, and the recent advance in theatrical film projection known as Maxivision.
BENJAMIN WHITFIELD, JR., ESQ., age 55 - Mr. Whitfield is presently a practicing civil attorney with an emphasis in the field of entertainment law. He has served as United States Assistant District Attorney and as an Assistant Attorney General. Mr. Whitfield is a member of the law firm of Wright, Reed & Whitfield, P.C., one of the entertainment law firms serving the corporation.
BRENDAN CAHILL, age 58 - Mr. Cahill was most recently Vice President for Music and Creative Affairs for Universal Studios. Prior to his employment with Universal, he was Vice President in charge of creative affairs and musical director at Columbia Pictures and is currently a development and production consultant in the film/television industry and production consultant to Michael Phillips and Michael Douglas (Michael Douglas Productions). He has in the past been a personal advisor for production and musical affairs to Steven Spielberg (Amblin Light Entertainment), having been involved with such film projects as BACK TO THE FUTURE, CLOSE ENCOUNTERS OF THE THIRD KIND and E.T., THE EXTRA TERRESTRIAL. In the 1960's, Mr. Cahill was credited with being integral in the success of such musical groups as the Birds, Jefferson Starship, and the Monkees, and was executive producer on the successfully syndicated television show, THE PARTRIDGE FAMILY for ABC. Other feature film and television production credits for Mr. Cahill include CALIFORNIA SUITE, THE BREAKFAST CLUB, OUT OF AFRICA, MIAMI VICE, and the Emmy Award winning MURDER SHE WROTE.
ALEX TREBEK, age 64 - Mr. Trebek has been involved in the television industry for over twenty-five years as a producer, host and innovator of a wide variety of entertainment shows. He has produced and hosted the internationally successful game-show JEOPARDY which has been the second highest rated television show in syndication. Mr. Trebek was also the host of the successful television game show CLASSIC CONCENTRATION. As a television media executive, he is currently developing other projects for television and film as well. Mr. Trebek, originally from Sudbury, Ontario, Canada, worked for the Canadian broadcasting company (C.B.C.) throughout the 1960's and early 70's before relocating to the United States in 1973.
LEROY J. STEELE, age 82 - Mr. Steele's background encompasses over 40 years as an executive with various corporations within the United States and in Canada, including Executive Vice President and Chief Operating Officer for Bullock's company in Los Angeles, Vice President and General Manager for the Boston stores on the Eastern seaboard, and Chairman of the Board/Chief Executive Officer for A.J. Freeman Ltd. in Ottawa, Canada. Mr. Steele has also been a business management consultant and advisor for many years.
ROBERT LISNOW, age 55 - Mr. Lisnow is currently a practicing attorney in Southern California, with an emphasis in business transactional/entertainment law and litigation. He was formerly a partner in the law firm of Karpel, Karpel & Lisnow located in Los Angeles specializing in business, entertainment and real estate litigation. Mr. Lisnow's business and corporate background also includes past managing director of Forstmann & Rayfield (formerly Forstmann & Co.), a venture capital/investment banking firm overseeing a multi-million dollar portfolio of various industries throughout the world including high technology, global communications and environmental sciences. Prior to Forstmann & Co., Mr. Lisnow was a principal in the artist management firm of Mitchell, Lisnow Business Management, Inc. overseeing the careers of a wide variety of theatrical and commercial performers such as television and screen artists James Best, Tim Reid and Frank Bonner. More recently, Mr. Lisnow has acted in the capacity of Managing Member/Counsel of Intermedia Video Products (LLC), a VSDA (Video Sales Dealers Association), MPAA (Motion Picture Association of America) approved supplier of videotape, video equipment and video services with major film and television industry clients.
PHILIP LANGWALD, age 100 - Mr. Langwald is Chairman Emeritus of the Board of Directors of the Company and is currently a retired municipal administrative executive. He has been involved with land development and appraising for real estate and managing the construction and development of shopping and residential areas in the midwestern United States. He was formerly with the United States Department of Labor and Internal Revenue Audit Division.
FRED BARON, age 53 - Mr. Baron is currently Senior Production Executive for Twentieth Century Fox Film Corp. where he is responsible for all phases of production oversight for all feature film production at the studio. Prior to his studio involvement, he was production representative at HBO, overseeing a wide range of features and M-O-Ws. Mr. Baron has also acted as co-producer on television productions such as TALES FROM THE CRYPT and production coordinator and production supervisor on a wide variety of independent motion picture/television production.
CHARLES NEWIRTH, age 49 - Mr. Newirth is currently an established independent producer and executive producer in the motion picture industry and has been responsible for the production of such major motion pictures as the recently released "Patch Adams" with Robin Williams, "City of Angels" with Meg Ryan and Nicolas Cage, the Academy Award winning and highly successful "Forrest Gump" with Tom Hanks, as well as "Bugsy" with Warren Beatty, "Toys" with Robin Williams, and "The American President" with Michael Douglas. His career in feature film production has also included production manager for such films as "Pretty in Pink", "Robocop", and "The Abyss". In addition, he has worked in other diverse senior production positions as production supervisor, production coordinator, and location manager.
LINDA FAUSEY, age 51 - Ms. Fausey is a practicing attorney specializing in regulatory law, health care and insurance, and is also a registered lobbyist. Formerly, Ms. Fausey worked with various legislative committees and the Speaker of the House Research Staff.
TONY MILLER, age 59 - Mr. Miller is a veteran of more than 25 years in the motion picture industry. His job responsibilities within the industry have included co-production, editing and post production supervision for a wide variety of feature film and television projects. He has acted in the capacity of editor of over 40 feature films and 50 television productions. He has also produced 10 feature films, 180 television commercials, a variety of music videos, as well as directed and edited electronic video press kits. Mr. Miller was in charge of production for the Cinamerica Satellite Network and The Professionals Group, both located in Southern California, supervising a variety of different types of film and video productions. He has also served in numerous production capacities for New World Pictures, United Artists, MGM, A&M Records, CBS and Universal Pictures. He was the executive producer, editor and post production supervisor for the Witchcraft series of feature films, the most successful direct to video film series ever produced. He has won numerous awards including the Houston World Fest Gold Award for best dramatic picture, as co-producer and editor of the feature film DREAMRIDER with James Earl Jones. Mr. Miller is a graduate of the University of California, Los Angeles and was the head of the film and television department at the prestigious Harvard Westlake School in No. Hollywood, California.
BRIAN J. PATNOE, age 46 - Mr. Patnoe's tenure with the corporation began in 1987 as Executive Assistant in the areas of finance and administration. In 1989, he was elevated to the post of Associate Vice President, Administration, working as key liaison between senior officers of the corporation and members of the Board of Directors. His responsibilities also included monitoring and maintaining WWMPC's corporate due diligence data information, finance material information, and monitoring basic stockholder relations. He has worked closely with senior management of the company in the negotiations of co-financing production scenarios with domestic and foreign companies, consortiums, and independent financiers. Mr. Patnoe has also been associated with Siemens and Motorola ISG as national accounts manager and McDonnell Douglas Corporation as a configuration management analyst and product definition specialist; both senior technical and analytical corporate administrative positions assuring quality control and infrastructure communications. He maintains a degree in Business Administration and Economics from California State University, Fullerton and a Masters in Business Administration from the University of Southern California.
MICHAEL MAGHINI, age 47 - Mr. Maghini was most recently Vice President with Eden Financial Group, a Wall Street investment banking firm providing wholesale financial products to associate brokerage firms around the country, as well as a Managing Partner and Vice President with Famco, Inc. a real estate holding company in New York City. Mr. Maghini's well established financial experience, including his executive association for investment with the Putnam's Golden Scale Council, and his membership in the Million Dollar Round Table Club, complement his past investment management and development training with Paine Webber. Prior to Paine Webber, he held an investment executive position with Thompson McKinnon Securities. Mr. Maghini has helped develop the investment banking division of a major New York financial firm and has also managed a variety of many diverse institutional and, private investment portfolios. He is a graduate of Southern Connecticut University where he received his Bachelor of Science Degree in Political Science and Economics.
* (Indicates members of the Executive Committee)
FAMILY RELATIONSHIPS
There are no family relationships among directors, executive officers or persons chosen by the Company to be nominated as a director or appointed as an executive officer of the Company or any of its affiliated subsidiaries.
Item 10.
Item 10. Executive Compensation.
The summary compensation table below sets forth certain information for all compensation, including: annual, long term and stock compensation paid for services rendered to the Company in all capacities for the fiscal years ended December 31, 2004, 2003, and 2002.
SUMMARY COMPENSATION TABLE
		Annual Compensation	 Long-Term Compensation
					 Awards	 Payouts
Name and			 	 Securities Underlying Principal		 Other Annual Stock Restricted Options/LTIP All Other Position Year Salary Bonus Compensation Awards Awards Payouts Compensation (a) (b) ($)(c) ($)(d) ($)(e) ($)(f) SARs(#)(g) ($)(h) ($)(i)
	(a)		(b)	(c)	(d) (e) (f)	 (g)	 (h)	 (i) - --------------------- ---- ------- ---- ---- ---- --------- ---- ---- Charles Bailey** 2004 0 0 0 0 50,000 0 0 Chairman of the Board 2003 0 0 0 0 0 0 0 2002 0 0 0 0 25,000 0 0 Paul D. Hancock*/** 2004 95,000 0 0 0 3,150,000 0 0 President, CEO *** 2003 85,000 0 0 0 1,080,000 0 0 2002 70,000 0 0 0 80,000 0 0 A. Robert Sobolik*/** 2004 0 0 0 0 0 0 0 Exec. V.P./Treasurer 2003 0 0 0 0 0 0 0 2002 0 0 0 0 40,000 0 0 Larry Epstein*/** 2004 0 0 0 0 100,000 0 0 Secretary 2003 0 0 0 0 0 0 0 2002 0 0 0 0 50,000 0 0 John R. Woodward*/** 2004 0 0 0 0 0 0 0 Vice President 2003 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 George T. Lindsey*/** 2004 0 0 0 0 0 0 0 Vice President 2003 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 James J. Aitken*/** 2004 0 0 0 0 100,000 0 0 Vice President 2003 0 0 0 0 0 0 0 2002 0 0 0 0 35,000 0 0 John R. Foley** 2004 0 0 0 0 0 0 0 Director 2003 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 Robert E. Capps Jr.** 2004 0 0 0 0 200,000 0 0 Director 2003 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 Lewis O'Neil 2004 0 0 0 0 0 0 0 Director 2003 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 Benjamin Whitfield Jr.**2004 0 0 0 0 10,000 0 0 Director 2003 0 0 0 0 5,000 0 0 2002 0 0 0 0 25,000 0 0 Brendan Cahill** 2004 0 0 0 0 0 0 0 Director 2003 0 0 0 0 4,000 0 0 2002 0 0 0 0 20,000 0 0 Alex Trebek** 2004 0 0 0 0 4,000 0 0 Director 2003 0 0 0 0 4,000 0 0 2002 0 0 0 0 20,000 0 0 LeRoy J. Steele** 2004 0 0 0 0 0 0 0 Director 2003 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 Robert Lisnow 2004 0 0 0 0 5,000 0 0 Director 2003 0 0 0 0 45,000 0 0 2002 0 0 0 0 0,000 0 0 Philip Langwald** 2004 0 0 0 0 0 0 0 Director 2003 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 Fred Baron** 2004 0 0 0 0 0 0 0 Director 2003 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 Charles Newirth** 2004 0 0 0 0 0 0 0 Director 2003 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 Linda Fausey		2004	 0	 0	0 0	 50,000 0 0 Director		----	 -	 -	- -		 - - - 			----	 -	 -	- -		 - - - Tony Miller 2004 0 0 0 0 0 0 0 Associate V.P. 2003 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 Brian J. Patnoe* 2004 0 0 0 0 100,000 0 0 Associate V.P. 2003 0 0 0 0 750,000 0 0 2002 0 0 0 0 100,000 0 0 Michael Maghini* 2004 0 0 0 0 0 0 0 Associate V.P. 2003 0 0 0 0 0 0 0 2002 0 0 0 0 10,000 0 0
* Indicates - Although many of the corporate officers have entered into contractual agreements with the Company, certain of the contract's provisions are contingent upon the acquisition of substantial working capital by the Company. Accordingly, certain of the officers do not devote their full-time to the business of the Company.
** Indicates - Certain members of the Board of Directors who are not officers of the Company receive a mutually agreeable amount of restricted Rule 144 common stock of the Company for each board meeting that they attend and are also periodically reimbursed for the travel expenses incurred, if any, to attend such meetings.
*** Indicates - The President and Chief Executive Officer has waived accumulated back salary. Also, he has agreed to waive his current salary indefinitely as long as the Company does not have sufficient funds on hand. In return he has agreed to also accept common stock, or preferred convertible stock of the Company or mutually agreeable stock options in lieu of cash, at the Company's discretion, except in the event of a merger or takeover of the Company in which he descents.
ARRANGEMENTS WITH DIRECTORS
As indicated above, there are certain arrangements or understandings regarding compensation for services provided by a director including additional consideration payable for special assignments. Each of the directors and/or executive officers of the Company has an understanding with the Company regarding compensation by the Company as an officer of the Company either in terms of duties, which will be rendered on behalf of the Company or in their capacity as an independent associate or as an associate of one of the Company's wholly-owned subsidiaries.
The Company has evaluated the experience and reputation of its directors and allocated compensation of common stock accordingly. Executive officers of the Company maintain various terms and conditions relative to compensation in their specific employment contracts.
The following sets forth the security ownership of Management of the Company and any holders of the Company's common stock known to own 5% or more of the Company's issued and outstanding common stock. (in alphabetical order)
NAME OF				AMOUNT & NATURE TITLE BENEFICIAL OWNERSHIP			BENEFICIAL		PERCENT OF CLASS OFFICERS AND DIRECTORS		OWNERSHIP		OF CLASS - --------- ----------------------		-------------		-------- Common James J. Aitken 	175,000 	 .74% Vice President, Fin. & Adm. 	Sole Ownership Corporate Director 	Sole Voting Power 12199 55th Ave. Remus, MI 49340
Common Charles C. Bailey 	144,000			 .48% Chairman of the Board 	Sole Ownership 42 King Street 	Sole Voting Power New York, NY 10014
Common Fred Baron 	20,000			 .08% Corporate Director 	Sole Ownership 531 N. Lillian Way 	Sole Voting Power Los Angeles, CA 90004
Common Brendan Cahill 	50,000			 .21% Corporate Director 	Sole Ownership 13816 Bora Bora Way 	Sole Voting Power Marina Del Rey, Ca 90292
Common Robert E. Capps, Jr.			201,700			 .85% Corporate Director 	Sole Ownership c/o 2120 Main St., Suite 180 	Sole Voting Power Huntington Beach, CA 92648
Common Larry Epstein, Esq. 	305,333		 	 1.28% Secretary 	Sole Ownership Corporate Director 	Sole Voting Power 11733 Baird Ave. Northridge, CA 91326
Common Linda Fausey				50,000			 .21% 	 Corporate Director			Sole Ownership 	 328 N. Walnut				Sole Voting Power 	 Lansing, MI 48933
Common John D. Foley 	60,000 	 .25% Corporate Director 	Sole Ownership c/o 2120 Main St., Suite 180 	Sole Voting Power Huntington Beach, CA 92648
Common Paul D. Hancock 	5,613,384 	23.60% President/C.E.O. 	Sole Ownership Corporate Director 	Sole Voting Power 124 8th Street, #8 Huntington Beach, CA 92648
Preferred Paul D. Hancock			250,000 	 President/C.E.O. 	Sole Ownership Corporate Director 	Sole Voting Power 124 8th Street, #8 Huntington Beach, CA 92648
Common Philip Langwald 	108,333			 .46% Chairman Emeritus/ 	Sole Ownership Corporate Director 	Sole Voting Power 16032 Lemond Hills Trail #173 Del Ray Beach, FL 33446
Preferred Philip Langwald 	2,500 Chairman Emeritus/Corporate Director	Sole Ownership 16032 Lemond Hills Trail #173		Sole Voting Power Del Ray Beach, FL 33446
Common George T. Lindsey 	138,550 	 .58% Vice President, Creative 	Sole Ownership Development/Corporate Director 	Sole Voting Power 3218 S. 101st St. Omaha, NE 68124
Common Robert Lisnow 	115,000 	 .48% Corporate Director 	Sole Ownership 10866 Wilshire Blvd. 	Sole Voting Power Los Angeles, CA 90024
Common Michael Maghini 	56,750 	 .24% Associate Vice President, Finance	Sole Ownership 48 Stonewall Lane 	Sole Voting Power Madison, CT 06443-2248
Common Tony Miller 	22,000 	 .09% Associate Vice President, Production	Sole Ownership 14014 Hamlin 	Sole Voting Power Van Nuys, CA 91401
Common Charles Newirth 	25,000 	 .11% Corporate Director 	Sole Ownership c/o 2120 Main St., Suite 180 	Sole Voting Power Huntington Beach, CA 92648
Common Lewis O'Neil				9,800 	 .04% Corporate Director			Sole Ownership c/o 2120 Main St., Suite 180		Sole Voting Power Huntington Beach, CA 92648
Common Brian J. Patnoe			1,236,300 	 5.20% Associate Vice President, 		Sole Ownership Administration 		Sole Voting Power c/o 2120 Main St., Suite 180 Huntington Beach, CA 92648
Preferred Brian J. Patnoe 		55,000 Associate Vice President,		Sole Ownership Administration			Sole Voting Power c/o 2120 Main St., Suite 180 Huntington Beach, CA 92648
Common A. Robert Sobolik 		80,400			 .34% Executive Vice President/Treasurer	Sole Ownership Corporate Director			Sole Voting Power 132 Ascot Place Grass Valley, CA 95940
Common LeRoy J. Steele 		10,000			 .04% Corporate Director 		Sole Ownership 1977 Gramercy Place 		Sole Voting Power Los Angeles, CA 90068
Common Alex Trebek				70,000			 .29% Corporate Director			Sole Ownership c/o 2120 Main St., Ste 180		Sole Voting Power Huntington Beach, CA 92648
Common Benjamin Whitfield, Jr., Esq 		25,800			 .11% Corporate Director			Sole Ownership 9000 E. Jefferson			Sole Voting Power Detroit, MI 48214
Common John R. Woodward			235,014			 .99% Vice President, Film Production	Sole Ownership Corporate Director			Sole Voting Power 850 Alabama Dr., Rte. 2 Lone Pine, CA 93545
OFFICERS & DIRECTORS AS A GROUP			8,722,364		36.68%
OWNERS OF 5% OR MORE OF THE COMPANY'S COMMON EQUITY
Common Paul D. Hancock			5,613,384		23.60% President/C.E.O.			Sole Ownership Corporate Director			Sole Voting Power 124 8th St., #8 Huntington Beach, CA 92648
Common	 Brian J. Patnoe			1,236,300		 5.20% Associate Vice President,		Sole Ownership Administration			Sole Voting Power c/o 2120 Main St., Suite 180 Huntington Beach, CA 92648
Common Richard W. Linford Trustee		2,500,000		10.51% 	 c/o 2120 Main St., Suite 180 Huntington Beach, CA 92648
The foregoing totals are based upon Twenty-Three Million Seven Hundred Eighty-One Thousand Seven Hundred Fifty-Two (23,781,752) common shares of the Company issued and outstanding stock as of December 31, 2004.
To the best knowledge and belief of the Company, there are no arrangements, understandings, or agreements relative to the disposition of the Company's securities, the operation of which would at a subsequent date result in a change in control of the Company. Notwithstanding the foregoing, the company is aggressively pursuing various opportunities for acquisition or merger, which if consummated, could result in a change in control.
Item 12.
Item 12. Certain Relationships and Related Transactions.
As of this filing, there have been and are presently no transactions to which the Company was or is to be a party in which any of the directors, executive officers or immediate family members thereof have been a party to. It is contemplated, however, that in certain instances directors, executive officers, or immediate family members thereof will be a party to future transactions.
Item 13.
Item 13. Exhibits and Reports on Form 8-K.
N/A
SIGNATURE
	Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
					WORLD WIDE MOTION PICTURES CORPORATION March 26, 2005 /s/ A. Robert Sobolik
					A. Robert Sobolik 					Executive Vice President/Treasurer
		WORLD WIDE MOTION PICTURES CORPORATION 			A Michigan corporation
		 CERTIFICATION PURSUANT TO 		 18 U.S.C. SECTION 1350, 		 AS ADOPTED PURSUANT TO 	 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual Report of World Wide Motion Pictures Corporation (the "Company") on Form 10-KSB for the year ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, A. Robert Sobolik, Executive Vice President and Treasurer of the Company, certify to the best of our knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
				 /s/ A. Robert Sobolik 					---------------------------------- 					A. Robert Sobolik March 26, 2005				Executive Vice President/Treasurer
CERTIFICATION OF CEO
		WORLD WIDE MOTION PICTURES CORPORATION 			A Michigan corporation
		 CERTIFICATION PURSUANT TO 			18 U.S.C. SECTION 1350, 			AS ADOPTED PURSUANT TO 	 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual Report of World Wide Motion Pictures Corporation (the "Company") on Form 10-KSB for the year ended December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Paul D. Hancock, President and Chief Executive Officer of the Company, certify to the best of our knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
				 /s/ Paul D. Hancock 					----------------------------------- 					Paul D. Hancock, 					President and Chief Executive Officer March 27, 2005
WORLD WIDE MOTION PICTURES CORPORATION A Michigan corporation CERTIFICATION OF CHIEF EXECUTIVE OFFICER Section 302 Certification
I, Paul D. Hancock, certify that;
(1) I have reviewed this annual report on Form10-KSB of World Wide Motion Pictures Corporation, a Michigan corporation (the "registrant");
(2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
(3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
(4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
(6) The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other facts that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2005		 /s/ Paul D. Hancock 	_______________________________ 	Paul D. Hancock 	President and Chief Executive Officer
WORLD WIDE MOTION PICTURES CORPORATION A Michigan corporation CERTIFICATION OF EXECUTIVE VICE PRESIDENT/TREASURER Section 302 Certification
I, A. Robert Sobolik, certify that;
(1) I have reviewed this annual report on Form10-KSB of World Wide Motion Pictures Corporation, a Michigan corporation (the "registrant");
(2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
(3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;
(4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
(6) The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other facts that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 26, 2005			/s/ A. Robert Sobolik ______________________________ 				 A. Robert Sobolik 					 Executive Vice President/Treasurer