Embark Holdings, Inc. – ‘10SB12G’ on 2/18/98

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        67±   309K 
                          Issuer                                                 

Document Table of Contents

U.S. SECURITIES AND EXCHANGE COMMISSION           
WASHINGTON, DC 20549          
FORM 10-SB                                                                      
(A), (1), (I)                                                                   

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL                            
BUSINESS ISSUERS                                                                
UNDER SECTION 12(B) OR (G) OF THE SECURITIES ACT OF 1934                        

WORLD WIDE MOTION PICTURES CORPORATION                                          
(Name of Small Business Issuer in Its Charter)                              

MICHIGAN                                                            
(State or other jurisdiction                                                    
of incorporation or organization)                                               
33-0081215                                                      
(I.R.S. Employer Identification No.)                                    

2120 MAIN STREET, SUITE 180, HUNTINGTON BEACH, CALIFORNIA, 92648                
(Address of principal executive offices including Zip Code)                     

(714) 960-7264                                                                  
(Issuer's telephone number)                                                     

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

Title of each class                                                             
to be so registered                                                             

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

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

COMMON                                      
(Title of Class)                                                                

(Title of Class)                                                                

TABLE OF CONTENTS                                                               

ITEM #   ITEM CAPTION                                                           

1    Description of Business                                                    

2    Management's Discussion and Analysis or Plan of Operation                  

3    Description of Property                                                    

4    Security Ownership of Certain Beneficial Owners and Management             

5    Directors, Executive Officers, Promoters and Control Persons               

6    Executive Compensation                                                     

7    Certain Relationships and Related Transactions                             

8    Legal Proceedings                                                          

9    Market for Common Equity and Related Shareholder Matters                   

10   Recent Sales of Unregistered Securities                                    

11   Description of Securities                                                  

12   Indemnification of Directors and Officers                                  

13   Financial Statements                                                       

14   Changes in and Disagreements with Accountants on Accounting and            

Financial Disclosure                                                  

15   Financial Statements and Exhibits 49                                       

ITEM 1.  DESCRIPTION OF BUSINESS                                                

BUSINESS DEVELOPMENT                                                            

INCEPTION THROUGH SEPTEMBER 1997                                                

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 (see Exhibit 2.1).  In November of 1983, the Predecessor,               
through a reorganization agreement, merged with the National Power              
Corporation (the "Registrant")(formerly Juggernaut Energy                       
Corporation), a Utah public corporation (see Exhibit 2.2).  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 Registrant was               
changed to WWMP Inc. and subsequently changed to World Wide Motion              
Pictures Corporation.  At the time of this filing, the Registrant has           
shareholders in 32 states and 7 foreign countries including England,            
Japan, Singapore, Australia, Germany, Israel, and Canada including the          
names of 15 broker-dealer firms holding the Registrant's common                 
securities.                                                                     

The Predecessor formerly was, and currently the Registrant 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.  (See             
pages 8, 9 & 10.)  THE REGISTRANT 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,          
EDUCATIONAL SEMINARS AND HEALTH CARE SERVICES.                                  

The Registrant has an active 17 member Board of Directors; Board                
designated committees including Executive, Audit, Finance, and                  
Personnel; staff operating committees including Production and Product          
Development, 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 Registrant on a specific ongoing basis have entered             
into contracts with the Registrant.  (SEE EXHIBITS 10.14 - 10.22)               

The following transactions represent certain events that have                   
transpired throughout the history of the Registrant's business that             
resulted in major developments within the Registrant's current                  
corporate strategic plan AND THE SPECIFIC DEVELOPMENTS REGARDING THE            
REGISTRANT'S BUSINESS IN THE LAST THREE YEARS.                                  

(bullet) 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.  The Predecessor                 
acquired GLP by the exchange of 12,469 then authorized and previously           
unissued shares of the Predecessor which, upon merger with the                  
Registrant, became 2,012,814 shares of common stock of the                      
Registrant.                                                                     
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 Registrant and is entitled to a contractual              
sales commission of five (5%) percent of any revenue of the product             
library of the Registrant that was owned by GLP prior to its                    
acquisition by the Predecessor from lease or sale by him personally to          
third parties.  (There have been no commissions earned by Mr. Lindsey           
during the past three years.)(SEE EXHIBIT 2.1.)                                 

(bullet) THE NATIONAL POWER CORPORATION AGREEMENT AND PLAN OF                   
REORGANIZATION                                                                  

On February 7, 1980, Juggernaut Energy Corporation was incorporated             
under the laws of the state of Utah. (See Exhibit 3.0 and 3.1).  In             
April of 1980, 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. (See              
Exhibit 3.2).  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                     
Registrant's outstanding shares of common stock totalled 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.  (See Exhibit 3.3)                         

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. (See Exhibit 3.12)  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           
Registrant'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 Registrant 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 Registrant.  (See Exhibits          
3.0 thru 3.16)                                                                  

(bullet) SECURITIES OFFERINGS OF THE PREDECESSOR AND REGISTRANT                 

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 Registrant's securities counsel, Berry, Moorman,          
King, Cook and Hudson, under the direction of the Registrant'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 Registrant 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 Registrant has not proposed a public offering of its common stock           
since the initial public offering of the National Power Corporation in          
1980.                                                                           

(bullet) FILM LIBRARY ACQUISITIONS                                              

THE REGISTRANT 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 REGISTRANT.  A SIGNIFICANT ACQUISITION OCCURRED            
in November of 1991, AT WHICH TIME the Registrant entered into an               
agreement with an un-related non-affiliated entity, Presidio                    
Productions, a California corporation ("Presidio")(see Exhibit 10.7),           
whereby the Registrant 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             
Registrant and 25,000 fully paid, non-assessable, unregistered shares           
of preferred stock of the Registrant.  Further terms and conditions of          
the Registrant/Presidio transaction were as follows: a.) The                    
Registrant agreed to cause all of the common shares being issued to             
Presidio thereunder to be issued immediately following the "closing"            
of the Registrant/Presidio transaction; and, b.) The Registrant 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 Registrant has pursuant to               
GAAP, reported the transaction in the financial statements at                   
$12,750,000 under unclassified assets. On December 14, 1992, the                
Registrant/Presidio transaction was considered closed, with all                 
parties thereto having executed the agreement (see Exhibit 10.7) and            
Product delivered to the Registrant.  Under the terms of that same              
agreement all Product had been delivered by Presidio to the Registrant          
in good condition and represented to be free of any and all liens or            
encumbrances along with a bill of sale regarding the same.  A LIMITED           
AMOUNT OF REVENUE HAS BEEN RECEIVED FROM THE LEASING OF FILMS AND               
TELEVISION PRODUCTIONS IN THE LIBRARY.  (SEE ITEM 15 FINANCIAL                  
STATEMENTS)                                                                     

(bullet) FORMATION OF OPERATING SUBSIDIARIES OF THE REGISTRANT                  

In July, 1993, the Registrant 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            
scheduled on an annual basis and workshops, lectures and forums                 
intermittently throughout the year.  The Registrant'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 Registrant's management to ensure optimum productivity          
and growth potential.    The Registrant 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 REGISTRANT.  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, THE REGISTRANT HAS TWO            
ACTIVE "PRODUCTION" CORPORATION SUBSIDIARIES; WORLD WIDE FILMS INC.,            
WHICH WAS RECENTLY USED FOR THE PRODUCTION OF THE FEATURE LENGTH                
MOTION PICTURE TENTATIVELY ENTITLED SHATTERED ILLUSION FEATURING                
MORGAN FAIRCHILD, BRUCE WEITZ, RICHARD LYNCH, AND DAN MONAHAN, AND              
WORLD WIDE PRODUCTIONS INC. FOR THE PRODUCTION OF AN UPCOMING FEATURE           
LENGTH MOTION PICTURE TENTATIVELY ENTITLED ALONG FOR THE RIDE.  A               
DIVERSIFIED SUBSIDIARY CORPORATION WAS FORMED IN DECEMBER 1996 TO               
PROVIDE A VARIETY OF HOME HEALTH CARE AND TEMPORARY NURSING SERVICES            
TO THE HEALTHCARE DELIVERY SYSTEM.  THIS NEW SUBSIDIARY EXPECTS TO              
BEGIN PRODUCING PROFITS DURING THE FIRST QUARTER OF 1998.                       

BUSINESS OF REGISTRANT                                                          

PRINCIPAL PRODUCTS AND SERVICES OF THE REGISTRANT                               

The principal business of the Registrant 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 Registrant and its            
(STRIKEOUT)affiliates(STRIKEOUT) 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 Registrant 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 two 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, and (2)                
licensing to television networks and independent stations pursuant to           
agreements which provide for a fixed number of telecasts over a fixed           
period of time for a fixed license fee payable in periodic                      
installments.  Substantial additional profits may accrue from                   
ancillary areas of the industry including retail home video cassette            
sales and rentals, product merchandising, literary rights, and related          
paraphernalia.    Currently, 100% of the Revenue received by the                
Registrant has been from the leasing of film and television                     
productions from its library.                                                   

The Registrant produces/co-produces and markets its 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 Registrant 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 Registrant) 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 coordination of the film or video as well            
as 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 a year to fully complete.             

Producers, directors, performers, writers, and various technicians who          
participate in the production of the Registrant's films and video               
projects are generally retained on a project-by-project basis, and are          
normally compensated by negotiated fixed fees and all standard                  
guidelines set down by unions in the motion picture and television              
industry.                                                                       

The Registrant's various production, development, marketing, and                
finance committees continuously review and, in specific cases, package          
feature film and television projects for financing, production, and             
distribution.  Management of the Registrant has, since the                      
Registrant's inception, encouraged screenplay and teleplay submission           
and completed projects 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 Registrant to be            
involved.                                                                       

The Registrant currently owns and maintains a completed screenplay and          
teleplay literary library encompassing 57 WGA (Writer's Guild of                
America) registered properties from which it occasionally selects the           
most imaginative and promising ones for either development,                     
production, or marketing.  Certain screenplays and teleplays currently          
owned or optioned by the Registrant have been developed and packaged            
for production.                                                                 

Additionally, the Registrant currently owns and maintains a completed           
film and video library encompassing 273 titles of feature length                
motion pictures, documentaries, docudramas, and television projects.            
For internal control, the Registrant's Board of Directors directed              
management to retain an independent appraiser in order to verify the            
value of its library as currently determined by staff and management            
(see Item 15. Financial Statements and Exhibits, Notes to Consolidated          
Financial Statements, Note 2).  The Registrant also owns 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 Registrant and company's like the Registrant 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                 
Registrant may or may not contribute expertise to a project such as             
rewriting, packaging, financing, production and budgeting.  The                 
Registrant'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.  None of the          
ongoing contracts "beneficial interest" entered into by the Registrant          
is significantly material to the Registrant's current financial                 
condition and/or operations at the present time.  The full development          
of the contracts is dependent on the acquisition of additional capital          
by the Registrant.                                                              

Distribution of product by the Registrant initially can be generally            
handled through the  Registrant's  distribution/marketing network of            
associated companies (see MARKETING OF THE REGISTRANT'S PRODUCTS AND            
SERVICES), the Registrant's Producer's Representatives, television              
syndicators and all other established customary channels used by                
independent producers and production companies.  The Registrant'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, and domestic and                 
international satellite broadcast.  The Registrant's producer's                 
representative, in some cases, acts as a liaison between the                    
Registrant and the above referred distribution network relative to              
specific contractual points of discussion for a particular transaction          
the Registrant may be contemplating for one of its product. (See page           
15 & 16.)                                                                       

The principals of the Registrant have a proven record demonstrating             
their training and experience 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            
Registrant have been instrumentally involved with encompass over 100            
productions.  The production and marketing team is expert in the use            
of the latest technological filming and video taping techniques, state          
of the art equipment, and administrative control, i.e., experienced             
budget and production/distribution cost supervision and distribution            
capabilities.  Certain of the technological expertise and/or equipment          
that is used by the Registrant's professional personnel include                 
platform releasing (e.g., THE RIVER RUNS THROUGH IT, Tri Star                   
Pictures, in excess of $30 million in gross revenue worldwide; PULP             
FICTION, Miramax, in excess of $100 million in gross revenue                    
worldwide; THE POSTMAN (in current 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.           
(See pages 29 through 36.)                                                      

The principals of the Registrant 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:  Emmy awards (David Toma/CBS                   
Movie-of-the-Week, BABIES HAVING BABIES), 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 Academy award nominations (Fred Baron/feature            
film ROBOCOP)(John R. Woodward/feature film THE SHAWSHANK REDEMPTION)           
(for additional information refer to ITEM 5.  DIRECTORS, EXECUTIVE              
OFFICERS, PROMOTERS AND CONTROL PERSONS biographical information).              

The Registrant 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 Registrant (refer to Exhibits 10.1 through            
10.11).  Although a significant part of the Registrant'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 financial statements.  Potential revenue           
from the above referred-to ongoing agreements and arrangements can be           
acquired by the Registrant utilizing general and more specific markets          
and technologies, which in the opinion of the Registrant'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 Registrant, 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, and expanded internet communications.  Full and complete                
exploitation of these agreements and arrangements by the Registrant             
will require the acquisition of additional working capital, which the           
Registrant is anticipating to achieve through financial offerings               
and/or other traditionally used methods of capital acquisitions by              
small and midsize companies.  (See Exhibits 10.1 through 10.11, 10.23)          

Since its creation in July of 1977, the Registrant's management                 
continuously researches 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 Registrant 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 Registrant'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 Registrant and subsequently help to ensure and increase          
a continuous revenue stream.  The above formula is the basis for the            
Registrant'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 Registrant'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 Registrant has entered into to date.                           

(bullet) DOCUMENTARY/DOCUDRAMA/SCREENPLAY ACQUISITION AND MARKETING             

On March 18, 1981, the Registrant 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")(see                
Exhibit 2.1).  Certain titles include RHOUTES TO GYANA featuring                
Leonard Nimoy, YOU'VE COME A LONG WAY MAYBE feature Barbara Walters;            
and THE LOST ANCIENT CITIES OF TOPAN AND TIKAL featuring Brock                  
Peters.                                                                         
The Registrant 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 Registrant retains 100%          
of any potential producer's gross revenue percentage accruing to the            
Registrant from any and all marketing and exploitation of the product           
worldwide in perpetuity.                                                        

(bullet) SCREENPLAY/TELEPLAY ACQUISITION                                        

On November 28, 1983, the Registrant 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")(see Exhibit 10.1).              
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 Registrant retains 80% of any potential                 
producer's gross revenue percentage accruing to the Registrant from             
any and all marketing and exploitation of the produced product                  
worldwide in perpetuity.                                                        

(bullet) FEATURE FILM CO-PRODUCTION                                             

On March 26, 1987, the Registrant 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")(see          
Exhibit 10.2).  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 Registrant retains 5% of any of the                  
potential producer's net revenue percentage accruing to the Registrant          
from any and all marketing and exploitation of the product worldwide            
in perpetuity.                                                                  

(bullet) TELEVISION ACQUISITION                                                 

On May 19, 1987, the Registrant 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")(see                
Exhibit 10.3).  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 Registrant            
retains 50% of any of the potential producer's net revenue percentage           
accruing to the Registrant from any and all marketing and exploitation          
of the product worldwide in perpetuity.                                         

(bullet) TELEVISION CO-PRODUCTION                                               

On April 11, 1990, the Registrant 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")(see Exhibit              
10.4).  The three independently hosted productions were distributed             
by distributor, Myntex Corporation and Handleman Company, in a "video           
sell-through" arrangement throughout the United States and Canada.              
According to the terms of the Agreement the Registrant retains 3% of            
any potential producer's gross revenue percentage accruing to the               
Registrant from any and all marketing and exploitation of the product           
worldwide in perpetuity.                                                        

(bullet) FEATURE FILM ACQUISITION                                               

On September 6, 1990, the Registrant through an acquisition 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")(see Exhibit 10.5)                
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            
Registrant retains  50% of any potential producer's gross revenue               
percentage accruing to the Registrant from any and all marketing and            
exploitation of the product worldwide in perpetuity.                            

(bullet) FEATURE FILM CO-PRODUCTION                                             

On October 21, 1991, the Registrant 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")(see Exhibit 10.6).  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 Registrant retains 2% of            
any potential producer's gross revenue percentage accruing to the               
Registrant from any and all marketing and exploitation of the product           
worldwide in perpetuity.                                                        

(bullet) FEATURE FILM LIBRARY ACQUISITION AND DISTRIBUTION                      

On November 29, 1991, the Registrant acquired 136 feature film and              
television productions ("product")(see Exhibit 10.7) from Presidio              
Productions Inc. ("Presidio") for marketing and exploitation purposes           
in all markets and all territories worldwide.  At the time of this              
filing the product was in various stages of marketing and                       
distribution.  According to the terms of the agreement the Registrant           
retains 50% of any potential producer's gross revenue percentage                
accruing to the Registrant from any and all marketing and exploitation          
of the product worldwide in perpetuity.                                         

(bullet) TELEVISION CO-PRODUCTION                                               

On June 22, 1992, the Registrant 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")(see Exhibit 10.8).  At            
the time of this filing the product was in post production being                
readied for distribution in the spring of 1996.  According to the               
terms of the Agreement the Registrant retains  2% of any potential              
producer's gross revenue percentage accruing to the Registrant from             
any and all marketing and exploitation of the product worldwide in              
perpetuity.                                                                     

(bullet) FEATURE FILM CO-PRODUCTION/CONSULTANCY                                 

On July 9, 1992, the Registrant 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 for the packaging and production          
of the feature length motion picture entitled SWEET JUSTICE                     
("product")(see Exhibit 10.9).  The product, which stars Mark Singer,           
Fynn Carter and Mickey Rooney, completed production in August of 1992           
and was distributed by Blockbuster Video to video retail outlets                
throughout the United States and Europe.  According to the terms of             
the Agreement the Registrant retains 2% of the potential producer's             
gross revenue percentage accruing to the Registrant from any and all            
marketing and exploitation of the product worldwide in perpetuity.              

(bullet) DOCUDRAMA CO-PRODUCTION                                                

On May 8, 1993, the Registrant 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")(see Exhibit 10.10).  The narrated product           
completed production in July of 1993.  At the time of this filing the           
product has not been distributed in any markets or territories.                 
According to the terms of the Agreement the Registrant retains 40% of           
any potential producer's gross revenue percentage accruing to the               
Registrant from any and all marketing and exploitation of the product           
worldwide in perpetuity.                                                        

(bullet) TELEVISION SYNDICATION AGREEMENT                                       

On August 23, 1994, the Registrant 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 Registrant which a portion of such           
is part of the Registrant's acquired film and television library,               
including 14 feature length motion pictures and 3 television                    
productions (see Exhibit 10.11).  The syndication territories include           
Northern California, Arizona and Washington State.  According to the            
terms of the Agreement the Registrant retains 50% of any potential net          
revenue percentage accruing to the Registrant from any and all                  
marketing and exploitation of the product worldwide in perpetuity.              

(bullet) FEATURE FILM CO-PRODUCTION                                             

On October 14, 1994, the Registrant 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")(see Exhibit 10.12).  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 Registrant retains 2% of            
any potential producer's gross revenue percentage accruing to the               
Registrant from any and all marketing and exploitation of the product           
worldwide in perpetuity.                                                        

CURRENT AND ANTICIPATED DEVELOPMENTS IN THE REGISTRANT'S BUSINESS               

BUSINESS ENTERPRISES UNDER CONTEMPLATION BY THE REGISTRANT                      

(bullet) FEATURE FILM ACQUISITION                                               

The Registrant has entered into an acquisition agreement ("Agreement")          
with  M&D Productions of San Jose, CA, for the acquisition of all               
right, title and interest for the feature length motion picture                 
entitled CITIZEN SOLDIER ("product") starring Dean Stockwell and Billy          
Gray.  Delivery of all final elements was completed on November 27,             
1995. According to the terms of the Agreement the Registrant retains            
60% of any potential net revenue percentage accruing to the Registrant          
from any and all marketing and exploitation of the product worldwide            
in perpetuity.                                                                  

(bullet) FEATURE FILM CO-PRODUCTION                                             

The Registrant has entered into a preliminary agreement with Jimmy              
Williams Productions Inc. of Los Angeles, CA in anticipation of                 
constructing a formal co-production and marketing/distribution                  
agreement  for the production and distribution of a full length motion          
picture entitled MANASOUR ("product").  The product is currently in             
principal photography and is expected to be ready for marketing and             
distribution in the winter of 1996.  According to the terms of the              
proposed agreement the Registrant would retain 2% of any potential              
producer's gross revenue percentage accruing to the Registrant from             
any and all marketing and exploitation of the product worldwide in              
perpetuity.                                                                     

(bullet) TELEVISION CO-PRODUCTION                                               

The Registrant has entered into a preliminary agreement with Ironweed           
Productions of Detroit, MI for the development, co-production and               
distribution of a television pilot production entitled THE DAILY GRIND          
("product") in anticipation of a episodic television production series          
to be produced in conjunction with one or more major broadcast                  
television outlets in the television industry.  According to the terms          
of the proposed agreement the Registrant would retain 50% of any                
potential producer's gross revenue percentage accruing to the                   
Registrant from any and all marketing and exploitation of the product           
worldwide in perpetuity.                                                        

(bullet) SPECIALTY VIDEO DISTRIBUTION ARRANGEMENT                               

On July 23, 1996, the Registrant executed an arrangement to market and          
distribute worldwide the 60-minute specialty instructional video                
entitled THE INTERNET TOUR GUIDE ("product").  The product is in the            
beginning stages of marketing and distribution and has not yet                  
realized any revenue from such initial efforts.  According to the               
terms of the arrangement the Registrant retains 40% of any potential            
producer's gross revenue percentage accruing to the Registrant from             
any and all marketing and exploitation of the product worldwide in              
perpetuity.                                                                     

(STRIKEOUT)    (bullet) FEATURE FILM LIBRARY ACQUISITION                        

The Registrant has entered into an acquisition agreement ("Agreement")          
with Korrinne Films of Quebec, Canada for the acquisition of all                
right, title and interest in the feature length motion pictures ONE             
BAD DEAL, HEAT WAVES, UNE ROSE POUR DANIELLE, DANGEROUS DREAMS, FEMME           
FATALE, RAINY DAYS and A MATTER OF HONOR ("product").  At the time of           
this filing the Agreement was executed between the parties and the              
Registrant anticipates the closing to occur upon delivery of all final          
elements of the product by December 31, 1996.  According to the terms           
of the Agreement the Registrant retains 100% of any potential net               
revenue percentage accruing to the Registrant from any and all                  
marketing and exploitation of the product worldwide in                          
perpetuity.(/STRIKEOUT)                                                         

(STRIKEOUT)    (bullet) FEATURE FILM CO-PRODUCTION                              

The Registrant has entered into a preliminary agreement with Bicoastal          
Pictures of Los Angeles in anticipation of constructing a                       
distribution/consulting agreement ("Agreement") for the marketing and           
distribution of a full length motion picture entitled THE ROAD TO FLIN          
FLON ("product").  The product, which is currently in post production,          
will be ready for marketing/distribution in the winter of 1996.                 
According to the terms of the proposed Agreement the Registrant would           
retain 5% of any potential producer's gross revenue percentage                  
accruing to the Registrant from any and all marketing and exploitation          
of the product worldwide in perpetuity.(/STRIKEOUT)                             
(bullet) TELEVISION CO-PRODUCTION II                                            

The Registrant has 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 ("product").  The series will be distributed to           
independent, low power (LP) and cable outlets throughout the United             
States.  According to the terms of the Agreement the Registrant                 
retains 5% of any potential producer's gross revenue percentage                 
accruing to the Registrant from any and all marketing and exploitation          
of the product worldwide in perpetuity.                                         

* (bullet) CORPORATE ACQUISITION NEGOTIATIONS                                   

(STRIKOUT)In December 1995, the Registrant purchased World Wide                 
Medical Services Inc.  The business of the company is to provide                
relief staffing of healthcare professionals such as Registered Nurses,          
Licensed Vocational Nurses and Nurse Practitioners for healthcare               
institutions including hospitals, clinics, nursing care facilities,             
hospices, retirement and convalescent homes and temporary personnel             
for private patients.  (See Management's Discussion & Analysis, Page            
21.)(/STRIKEOUT)                                                                

* For the past three years, the Registrant has been in the process of           
reviewing and analyzing various potential corporate acquisitions and            
merger possibilities, certain of which are highly diversified                   
such     as (STRIKEOUT)in the case of the(/STRIKEOUT) medical             
services (STRIKEOUT)company referred to above(/STRIKEOUT).  Management          
of the Registrant has had indepth internal discussions concerning the           
risks, requirements, potential and overall viability of associating             
with a highly diversified business.  In the opinion of the                      
Registrant's management, so long as the diversified business maintains          
serious 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 Registrant's core business, management of             
the Registrant will encourage such mergers and acquisitions,                    
investigations and possibilities for the express purpose of                     
increasing, overall, shareholder value of the Registrant.                       
(STRIKEOUT)Further, in the specific case of the medical services                
company, management of the Registrant has been familiar with                    
management of the medical services company for more than ten years and          
subsequently knowledgeable of and confident in their ability to                 
function and grow using appropriate business acumen in the                      
process.(/STRIKEOUT)  In addition to the quantitative aspects of the            
Registrant's diversification decisions, the articles, bylaws and                
corporate charter of the Registrant provide for flexibility in the              
Registrant's ability to explore and enter into diversified fields of            
enterprise.                                                                     

MARKETING OF THE REGISTRANT'S PRODUCTS AND SERVICES                             

The combined experiences of the Registrant's management and companies           
in its distribution network  creates a strong marketing position for            
the Registrant.  Marketing outlets and techniques which have been               
successfully utilized for the Registrant'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, LOW POWER (LP) REGIONAL TELEVISION,               
PUBLIC BROADCAST (PBS) TELEVISION, AND ANCILLARY PRODUCT MERCHANDISING          
(ancillary product merchandising includes revenues created from                 
non-theatrical or non-broadcast exploitation such as merchandising of           
t-shirts, 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 Registrant's           
network of (strikeout) affiliated (/strikeout) marketing and                    
distribution companies includes independent and major industry leaders          
such as UNITED ARTISTS INC. (relationship between the Registrant and            
the company includes foreign and domestic theatrical exhibition of              
feature film product), MIRAMAX FILMS INC. (relationship between the             
Registrant and the company includes domestic theatrical exhibition of           
feature film product), MGM/UA INC. (relationship between the                    
Registrant and the company includes foreign and domestic theatrical             
exhibition of feature film product), CINETRUST Entertainment Co.                
(relationship between the Registrant 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 Registrant and the company                
includes foreign and domestic theatrical exhibition of feature film             
product), SHAPIRO GLICKENHAUS ENTERTAINMENT (relationship between the           
Registrant and the company includes foreign and domestic broadcast,             
television and home video exhibition of feature film and television             
product), PARAGON CABLE TELEVISION (relationship between the                    
Registrant and the company includes regional cable broadcast of                 
television product), CENTURY CABLE TELEVISION (relationship between             
the Registrant and the company includes regional cable broadcast of             
television product), MNTEX CORPORATION (relationship between the                
Registrant and the company includes sell-thru specialty video product)          
and the HANDLEMAN COMPANY (relationship between the Registrant 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 60% 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           
importance of the overseas market is once again on the incline due to           
the decrease in the value of the dollar.  Foreign markets will be               
responsible for 60% of the total box office revenue in the near                 
future.                                                                         

The Registrant has acquired immaterial revenue at this time from                
theatrical exhibition for the feature film product known as MOVIES,             
MONEY AND MURDER aka BREAKING UP WITH PAUL.  (Further exploitation of           
this product by the Registrant 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 Registrant'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 range from           
$100,000 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) 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 deals, have been able to command prices of $3           
to $8 million per film.  On a non-exclusive basis, prices range from            
$1 to $2 million per film where the film has achieved average                   
success.                                                                        
Certain of the Registrant's film library are shown periodically on              
cable television (see Page 17 in Management Discussion and Analysis).           

A relatively new area of exhibition is pay-per-view.  At present,               
there are approximately 12 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 are $10           
per show to the consumer, of which about 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 serious               
inroads, primarily in Europe in those countries where residential               
cable service is not readily available.                                         

The Registrant has acquired immaterial revenue at this time from cable          
television, pay television, DBS and MATV for the feature film projects          
entitled HOLLYWOOD HEARTBREAK, SWEET JUSTICE, COUGAR JUNCTION, 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                  
productions.  (Further exploitation of this product by the Registrant           
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 Registrant.  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 is between $1 million and $5                   
million.                                                                        
Exceptional films may command substantially higher prices.                      

The Registrant has acquired immaterial revenue at this time from                
network television exploitation for the feature film product known as           
Sweet Justice.  (Further exploitation of this product by the                    
Registrant 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 Registrant has acquired immaterial revenue at this time from                
syndicated television exploitation for the television production                
special known as KJ COUNTRY.  (Further exploitation of this product             
by the Registrant will require additional working capital.)                     

OTHER REVENUE - i.) Non-theatrical revenue results from a film project          
being made available to airlines, schools, public libraries, community          
groups, ships at sea, prisons, and bases for the military forces.               

ii.) Ancillary markets such as the rights to use the images of                  
characters in a picture for merchandising purposes in connection with           
video games, toys, t-shirts, posters, and like paraphernalia.                   

iii.) Revenue may also be realized from the novelization of the                 
screenplay and other related publications, music used in pictures sold          
as soundtracks, records, CDs, cassettes, and mechanical performance             
and sheet music publication.                                                    

The Registrant has acquired no revenues at this time from these                 
particular sources of non-theatrical, television, or ancillary                  
markets.                                                                        

The Registrant has participated in a variety of the preceding type              
marketing and distribution arrangements over the past fifteen years.            
The Registrant's major effort has been focused on syndication of                
television product and regional broadcast of television product in the          
state of California.  As previously referenced, in order to further             
expedite and create revenue from marketing and distribution efforts of          
the Registrant and its distributor network, the Registrant 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 Registrant's future plans include 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 REGISTRANT'S COMPETITION IN THE MOTION PICTURE AND TELEVISION               
INDUSTRY                                                                        

The motion picture and television industry is highly competitive.               
Management of the Registrant believes that a picture's theatrical               
success is dependent upon general public acceptance, marketing                  
technology, advertising and the quality of the production.  The                 
Registrant'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 Registrant's.  Management of           
the Registrant believes that in recent years there has been an                  
increase in competition in virtually all facets of the Registrant'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 Registrant 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 Registrant'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 Registrant'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.                                                                    

DEPENDENCE ON A FEW MAJOR CUSTOMERS                                             

The Registrant and its affiliated companies, due to the                         
diversification of interests as discussed supra, are not dependent on           
a few major production successes or customers.  Although the                    
Registrant has and will continue to utilize the services of a number            
of well-known performers and technicians, the Registrant's                      
diversification is such that the loss of any one such professional              
would not be a material matter that would seriously adversely affect            
the Registrant's business operations.                                           

THE REGISTRANT'S FUTURE CAPITAL REQUIREMENTS                                    
The Registrant has currently been negotiating with various                      
broker-dealer investment banking firms to underwrite public offerings           
of the                                                                          
Registrant's securities in the total amount of $7,000,000.  Terms of            
the proposed public offerings have not been finalized but it is                 
anticipated by management that the Registrant will utilize the net              
proceeds from such offering in the following general manner.                    

$  700,000  administrative expenses                                             
300,000  development expenses                                             
3,000,000  production expenses                                                
1,250,000  acquisition expenses                                               
1,750,000  marketing expenses                                                 
$7,000,000  Total                                                               

The Registrant 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 Registrant's            
interim liquidity and capital resources needs while the Registrant's            
proposed future public offering and private placement offerings are             
being prepared and examined, the Registrant, 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 Registrant presently has under contract eight officially elected            
officers of the Registrant, 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 Registrant.                   
Accordingly, certain of the officers do not devote their full time to           
the business of the Registrant.  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.  EMPLOYEES                 
INVOLVED IN THE HEALTHCARE SUBSIDIARY CURRENTLY NUMBER APPROXIMATELY            
25 YEAR ROUND.  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.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION              

PLAN OF OPERATION                                                               

The revenue competition relative to existing or pending exploitation            
agreements of the Registrant's motion picture and television product            
library and current and future production and distribution projects             
is volatile due to the many technological and innovative changes in             
the industry and also the change in the international economy.  The             
generation of revenue in the motion picture and television industry             
is highly competitive and may have a material impact on the                     
Registrant's financial statements.  Management believes that a motion           
picture or television production's economic success is dependent upon           
several overlapping factors including general public appetite at the            
time of release, marketing philosophy and applicable usage of existing          
technology, advertising strategy with resultant penetration and the             
overall quality of the production. The Registrant's motion picture and          
television productions may compete for sales 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 Registrant's.  Management of the                 
Registrant believes that in recent years there has been an increase in          
competition in virtually all facets of the Registrant's business.               
Specifically, the motion picture industry competes with television and          
other forms of leisure-time entertainment.  Since the Registrant 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.  The             
Registrant has currently obtained the investment capital to produce             
and distribute at least two full length feature motion pictures within          
the next two years.                                                             

In addition to the development, financing, production, and                      
distribution of motion pictures, the Registrant expects to continue             
to exploit a portion or portions of the Company's motion picture                
library to commercial television and home video marketing and sales.            
Specifically, live action motion pictures are generally licensed for            
broadcast on commercial television following 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 motion picture, 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 Registrant, although in recent years the prices                 
obtainable for individual films in domestic syndication have declined           
as pay television licensing has grown.  The growth of pay television            
and home video technologies has had an adverse effect on the fees               
obtainable from the licensing of films to networks and local                    
television stations.  Thereby potentially effecting the Registrant's            
ability to generate substantive revenue from this particular venue.             

Conversely, the Registrant may derive revenue from the marketing and            
sale, either directly or through licensees, of motion pictures and              
other filmed product on videocassette for playback on a television set          
through the use of videocassette recorders ("VCRs") and continued               
advancements of pay television (cable) and satellite broadcast                  
technologies, domestically and internationally.  The Registrant                 
currently holds the distribution rights to 241 motion picture and               
television titles.                                                              

MANAGEMENT'S DISCUSSION AND ANAYLSIS OF FINANCIAL CONDITION AND           
RESULTS OF OPERATION                                                            

LIQUIDITY AND CAPITAL RESOURCES                                                 

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.  (See Item 15.             
Financial Statements).  In fiscal 1995 and 1996 the Registrant                  
continued its involvement in a variety of feature film and television           
projects relative to development, acquisitions, packaging, production           
and marketing/distribution activities.  The Registrant also continued           
to pursue potential diversified business opportunities that have cash           
flow possibilities.  In order to finance its operations, working                
capital needs and capital expenditures, the Registrant utilized                 
revenue from licensing fees, loans, proceeds from the private sale of           
equity securities, deferred compensation, profit participation, and             
equity in exchange for services and product.  In accordance with the            
Securities and Exchange Commission "Regulation D", and subject to Rule          
144 restrictions, the Registrant issued 386,500 shares of common stock          
and 0 shares of preferred stock in 1995 for cash and 973,000 shares             
of common stock and 0 shares of preferred stock for product and                 
services.  In 1996, the Registrant issued 114,790 shares of common              
stock and 0 shares of preferred stock for cash and 521,507 shares of            
common stock and 15,000 shares of preferred stock for product and               
services acquired by or provided to the Registrant.  Further, in 1994,          
the Registrant entered into a loan agreement with Huntington National           
Bank whereby the Registrant obtained a letter of credit in the                  
aggregate maximum amount of $50,000.  The letter of credit was for a            
period of 12 months and the agreement expired in February, 1995.  The           
Registrant did not find it necessary to borrow under that agreement.            
This credit arrangement remains available to the registrant under the         
same above terms and conditions. (See Exhibit 99.0).  The Registrant            
uses its primary business loan ($50,000) line of credit provided by             
Wells Fargo Bank  for current cash flow needs and occasionally its              
credit lines at other financial institutions, and with its suppliers.           

The Registrant's principal liquidity at yearend 1995 included cash of           
$12,298 and net accounts receivable of $1,500, and at yearend 1996              
cash of $196,318 and net accounts receivable of $1,500.  After a                
review of the financial statements at yearend 1994 adjusting entries            
to the statements were made to reflect a writeoff of some of the                
accounts receivable in light of their age and apparent                          
uncollectibility.  The Registrant's liquidity position has remained             
sufficient enough 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               
Registrant's library, and the financing, packaging, development and             
production of two feature films.  Although the Registrant during 1995           
and 1996 experienced revenue, unless the Registrant has an influx of            
additional capital, the Registrant will not be able to accomplish its           
planned objectives and revenue projections.  Accordingly, the                   
Registrant intends to resolve and provide for its liquidity needs as            
well as provide for the needed capital resources to expand its                  
operations through a future proposed public offering of its common              
shares to the public.  It is anticipated that such an offering will             
commence within the next 24 months for an amount to be determined by            
the Registrant and underwriter(s).                                              

To meet the Registrant's interim liquidity and capital resources needs          
while the Registrant's contemplated public offering is being prepared           
and examined, the Registrant 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 the same.  In the event a loan is                   
obtained, one of the terms may provide that the same be repaid from             
the proceeds derived from the Registrant's contemplated public                  
offering.  A primary use of public offering proceeds would be the               
further exploitation of the Registrant's current film, television               
library, participations in completed films, and the continued                   
development, production and marketing/distribution of new film and              
television production opportunities.                                            

RESULTS OF OPERATIONS                                                           

The Registrant has presented a consolidated balance sheet which                 
includes five wholly-owned subsidiaries: Environmental Services                 
Corporation, World Wide Films Inc., World Wide Productions Inc., World          
Wide Film & Television Institute, and World Wide Medical Services               
Ltd.                                                                            
The Registrant'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 Registrant's operations in the motion picture          
and television industry, but since the primary business objective of            
the Registrant 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 Registrant shall investigate and pursue             
such opportunities.                                                             

The Registrant's motion picture and television participation strategy           
has been to expend its resources and to set in place relationships and          
contracts in preparation for the continued development, acquisitions,           
production and/or marketing/distribution of quality moderate budget             
feature length motion pictures and television productions.  The                 
strategy additionally includes the acquisition of screenplays and               
teleplays suitable for development 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 the above-referred to additional working capital is           
secured, it is the Registrant's opinion that substantial 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          
Registrant in various feature film and television productions for the           
last 24-month period include gross and net revenue participations in            
one feature film and two television productions ranging between 2-60%           
of worldwide revenue potential including all markets and all media              
that the particular production is distributed in.  These arrangements           
include a feature length film entitled CITIZEN SOLDIER originally               
produced by M&D Productions, purchased by the Registrant in 1995 and            
providing a 60% gross revenue participation to the Registrant in                
perpetuity.  Also, in 1995, the Registrant purchased thirty-seven               
feature film submaster (videotape) prints from Stanley Pappas                   
providing 20% of any gross revenue of the product in perpetuity and             
the television productions entitled TIPS FOR BETTER HEALTH and MARKET           
PLACES OF THE WORLD, both owned and produced by Pacific Pictures and            
providing 5% gross revenue co-production participation to the                   
Registrant in perpetuity.  Additionally in 1995, the Registrant                 
licensed to Media One Broadcasting for $71,000 and 40% of net revenue           
the right to telecast four feature motion pictures and seventeen                
television productions which the Registrant owns as part of its                 
library.  In 1996 the Registrant licensed to Whitman Productions                
twenty feature films and television productions for $75,000 and 40% of          
net revenue for the right to telecast and exploit those productions             
which the Registrant owns as part of its library.  In 1995 and 1996,            
certain other film and television participations of the Registrant              
included development and packaging arrangements, the Registrant'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 Registrant, were            
THE EXCHANGE STUDENT offered by production company Loon Star Film               
Partners (20%); and BLOOD PASSION offered by production company Risk            
Productions (20%); CHOICE offered by production company Best Pictures           
Inc. (50%); and ALONG FOR THE RIDE offered by production company                
Wittman Productions Inc. (50%).                                                 

In 1997 and 1998, the Registrant expects to complete two full length            
feature films produced for theatrical and video worldwide                       
exploitation.  Both productions will be entirely under the                      
responsibility, control and ownership of the Registrant.  All                   
financing for the completion of the first feature length production             
tentatively entitled SHATTERED ILLUSION starring Morgan Fairchild,              
Bruce Weitz, and Richard Lynch was secured and the production has been          
completed.  The second production, ALONG FOR THE RIDE, has                      
approximately 75% of the financing secured and negotiations for the             
remainder in process.                                                           

Relative to the completely diversified subsidiary activity in health            
care, the federal government has temporarily placed a moratorium on             
certain businesses in the home health care industry which will                  
adversely effect the Registrant's projected revenues of this                    
subsidiary, World Wide Medical Services Ltd.                                    

                                                                [Download Table]
The following is a chart showing the comparison between 1995 and 1996.


CATEGORY           1995            1996           % CHANGE            
                                                                      
Net Profit (Loss)   (184,644) (128,318) -31%                          
Assets              17,659,422     17,539,045     -.0068              
Stockholder Equity  17,642,820     17,522,510     -.0068              
Liability           16,602         16,535         -.004               
Net Revenues        71,000         190,000        +267%               
Inventory           17,892,167     17,894,465     +.00013             

ITEM 3.  DESCRIPTION OF PROPERTY                                                

The Registrant owns no real properties.  The Registrant's present               
offices and facilities, located in both suburban and metropolitan               
geographic areas, encompass approximately 5,500 square feet in                  
buildings of good condition. (STRIKEOUT)with an average age of 17               
years.(STRIKEOUT)  Locations which are occupied on a month-to-month             
or yearly lease basis include the Registrant's executive offices since          
1984 at Seacliff Office Park, 2120 Main Street, Suite 180, Huntington           
Beach, California, 92648; A FILM PRODUCTION OFFICE AT 13437 VENTURA             
BLVD, SUITE 228, SHERMAN OAKS, CALIFORNIA; AND A VIDEO PRODUCTION               
OFFICE AT 1119 COLORADO AVENUE, SANTA MONICA, CALIFORNIA.  The                  
Registrant's corporate records office at 561 E. Jefferson, Detroit,             
Michigan, 48226; AN ADMINISTRATIVE OFFICE AT 326 N. CHESTNUT, LANSING,          
MICHIGAN; and a branch office of the Registrant at 42 King Street, New          
York, New York, 10014.                                                          

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                    
MANAGEMENT                                                                      

                                                                [Download Table]
The following sets forth the security ownership of Management of the
Registrant and any holders of the Registrant's common stock known to
own 5% or more of the Registrant's issued and outstanding common    
stock. (in alphabetical order)                                      


                                        AMOUNT & NATURE             
TITLE          NAME OF                  BENEFICIAL PERCENT          
OF CLASS  BENEFICIAL OWNERSHIP          OWNERSHIP       OF  CLASS   

OFFICERS AND DIRECTORS                                              
                                                                    
Common    James J. Aitken                    200,000         .43%   
          Vice President, Fin. & Adm.        Sole Ownership         
          Corporate Director                 Sole Voting Power      
          12199 55th Ave.                                           
          Remus, MI 48340                                           

Common    Charles C. Bailey                  185,000         .40%   
          Corporate Director                 Sole Ownership         
          42 King Street                     Sole Voting Power      
          New York, NY 10014                                        

Common    Fred Baron                         100,000         .22%   
          Corporate Director                 Sole Ownership         
          531 N. Lillian Way                 Sole Voting Power      
          Los Angeles, CA 90004                                     

Common    Brendan Cahill                     250,000         .54%   
          Corporate Director                 Sole Ownership         
          1141 Marilyn Drive                 Sole Voting Power      
          Beverly Hills, CA 90210                                   

Common    Robert E. Capps, Jr.               350,000         .76%   
          Corporate Director                 Sole Ownership         
          c/o 2120 Main St., Suite 180       Sole Voting Power      
          Huntington Beach, CA 92648                                

Common    Joseph Dyson                       215,000         .47%   
          Corporate Director                 Sole Ownership         
          8720 Cliffridge                    Sole Voting Power      
          La Jolla, CA 92037                                        

Common    Larry Epstein, Esq.                576,667        1.25%   
          Secretary                          Sole Ownership         
          Corporate Director                 Sole Voting Power      
          11733 Baird Ave.                                          
          Northridge, CA 91326                                      

Common    John D. Foley                      300,000         .65%   
          Corporate Director                 Sole Ownership         
          c/o 2120 Main St., Suite 180       Sole Voting Power      
          Huntington Beach, CA 92648                                

Common    Paul D. Hancock                    8,770,444 19.03%       
          President/C.E.O.                   Sole Ownership         
          Corporate Director                 Sole Voting Power      
          124 8th Street, #8                                        
          Huntington Beach, CA 92648                                
Common    Rodney C. Kropf, Esq.              255,000         .55%   
          Chairman, Board of Directors       Sole Ownership         
          16268 Country Club Drive           Sole Voting Power      
          Livonia, MI 48154                                         

Common    Peter Lallos                       125,000         .27%   
          Corporate Director                 Sole Ownership         
          31 Woodfield Court                 Sole Voting Power      
          Laurel Hollow, NY 11791                                   

Common    Philip Langwald                    500,000        1.08%   
          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/                 Sole Ownership         
          Corporate Director                 Sole Voting Power      
          16032 Lemond Hills Trail #173                             
          Del Ray Beach, FL 33446                                   

Common    John Levingston                    15,000          .03%   
          Vice President, Marketing          Sole Ownership         
          & Distribution                     Sole Voting Power      
          13642 Havenwood Drive                                     
          Garden Grove, CA 92643                                    

Common    George T. Lindsey                  692,750        1.50%   
          Vice President, Creative           Sole Ownership         
          Development/Corporate Director     Sole Voting Power      
          10412 Pacific St., #106                                   
          Omaha, NE 68114                                           

Common    Michael Maghini                    253,750         .55%   
          Associate Vice President, Finance  Sole Ownership         
          48 Stonewall Lane                  Sole Voting Power      
          Madison, CT 06443-2248                                    

Common    Charles Newirth                    125,000         .27%   
          Corporate Director                 Sole Ownership         
          c/o 2120 Main St., Suite 180       Sole Voting Power      
          Huntington Beach, CA 92648                                

Common    Brian J. Patnoe                    932,202        2.02%   
          Associate Vice President,          Sole Ownership         
          Administration                     Sole Voting Power      
          12553 Wedgewood Circle                                    
          Tustin, CA 92780                                          

Preferred Brian J. Patnoe                    55,000         2.02%   
          Associate Vice President,                                 
          Administration                                            
          12553 Wedgewood Circle                                    
          Tustin, CA 92780                                          
(STRIKEOUT)                                                         
Common    Karen J. Segel, J.D.               255,000         .55%   
          Corporate Director                 Sole Ownership         
          223 S. Willaman Drive              Sole Voting Power      
          Beverly Hills, CA 90211                                   
(/STRIKEOUT)                                                        

Common    A. Robert Sobolik                  202,000         .44%   
          Executive Vice President/Treasurer Sole Ownership         
          Corporate Director                 Sole Voting Power      
          11453 Tortuga St.                                         
          Cypress, CA 90630                                         

Common    LeRoy J. Steele                    50,000          .11%   
          Corporate Director                 Sole Ownership         
          1977 Gramercy Place                Sole Voting Power      
          Los Angeles, CA 90068                                     

Common    David A. Toma                      125,000         .27%   
          Associate Vice President, Production     Sole Ownership   
          21000 Burton Street                Sole Voting Power      
          Canoga, CA 91304                                          

Common    Alex Trebek                        350,000         .76%   
          Corporate Director                 Sole Ownership         
          c/o 2120 Main St., Suite 180       Sole Voting Power      
          Huntington Beach, CA 92648                                

Common    Benjamin Whitfield, Jr., Esq.      78,000          .17%   
          Corporate Director                 Sole Ownership         
          9000 E. Jefferson, Apt. 14-3       Sole Voting Power      
          Detroit, MI 48214                                         

Common    John R. Woodward                   175,071         .38%   
          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    15,080,884     32.71%  

OWNERS OF 5% OR MORE OF THE REGISTRANT'S COMMON EQUITY              
                                                                    
Common    Paul D. Hancock               8,770,444      19.03%       
          President/C.E.O.              Sole Ownership              
          Corporate Director            Sole Voting Power           
          124 8th St., #8                                           
          Huntington Beach, CA 92648                                

Common    Richard D. McLellan, Esq.     3,559,164      7.72%        
          c/o 2120 Main St., Suite 180  Sole Ownership              
          Huntington Beach, CA 92648    Sole Voting Power           

Common    Gordon Estate                 2,658,097      5.77%        
          c/o 2120 Main St., Suite 180  Sole Ownership              
          Huntington Beach, CA 92648    Sole Voting Power           

The foregoing totals are based upon Forty Six Million, Ninety Nine              
Thousand, Ninety Two (46,099,092) common shares of the Registrant               
issued and outstanding stock as of December 31, 1996.                           

To the best knowledge and belief of the Registrant, there are no                
arrangements, understandings, or agreements relative to the                     
disposition of the Registrant's securities, the operation of which              
would at a subsequent date result in a change in control of the                 
Registrant.                                                                     

ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS           

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 therefor, 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                   
Registrant 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.                                                  

                                                                [Download Table]
The following sets forth the names and ages of all of the Directors       
and Executive Officers of the Registrant, 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       
                                                                          

Rodney C. Kropf, Esq.    Chairman of the           1982      1997         
Age 69                   Board of Directors                               

Paul D. Hancock          President/Chief           1977      Director/2000
Age 41                   Executive Officer                   Officer/2015 
                         and Director                                     

A. Robert Sobolik        Exec. Vice President      1981      Director/2000
Age 60                   Treasurer and Director              Officer/     
                                                             Indefinite   

Larry Epstein, Esq.      Secretary                 1989      Director/1999
Age 48                   Director                            Officer/     
                                                             Indefinite   

John R. Woodward         Vice President, Film      1982      Director/1998
Age 45                   Production and                      Officer/     
                         Director                            Indefinite   

George T. Lindsey        Vice President, Creative  1982      Director/1998
Age 58                   Development and                     Officer/     
                         Director                            Indefinite   

James J. Aitken, C.P.A.  Vice President, Finance   1982      Director/1998
Age 59                   and Administration                  Officer/     
                         Director                            Indefinite   

John Levingston          Vice President/Marketing  1983      Officer/     
Age 69                   and Distribution                    Indefinite   

John D. Foley            Director                  1990      1999         
Age 46                                                                    

Robert E. Capps, Jr.     Director                  1990      1999         
Age 45                                                                    

Ben Whitfield Jr. Esq.   Director                  1980      1999         
Age 46                                                                    

Brendan Cahill           Director                  1986      2000         
Age 50                                                                    

(STRIKEOUT)                                                               
Karen J. Segel, J.D.     Director                  1991      1996         
Age 48 (/STRIKEOUT)                                                       

Alex Trebek              Director                  1987      1999         
Age 55                                                                    

Leroy J. Steele          Director                  1987      1999         
Age 73                                                                    

Charles Bailey           Director                  1985      2000         
Age 62                                                                    

Joseph Dyson, C.P.A.     Director                  1983      2000         
Age 61                                                                    

Peter Lallos             Director                  1988      2000         
Age 62                                                                    

Philip Langwald          Director                  1985      1998         
Age 89                                                                    

Fred Baron               Director                  1994      1998         
Age 46                                                                    

Charles Newirth          Director                  1994      1998         
Age 42                                                                    

Brian J. Patnoe          Associate V.P.            1986      Indefinite   
Age 38                   Administration                                   

Michael Maghini          Associate V.P.            1985      Indefinite   
Age 38                   Finance                                          

David A. Toma            Associate V.P.            1990      Indefinite   
Age 46                   Production                                       

RODNEY C. KROPF*, age 69 - Mr. Kropf is Chairman of the Board of                
Directors of the Registrant.  He is presently involved in the general           
practice of law.  He has held various public positions with Federal             
and local governments.  He was Assistant United States District                 
Attorney for five years and thereafter served as Assistant City                 
Attorney and City Attorney  in  the state of Michigan. Mr. Kropf has            
had extensive experience in the organization and development of radio           
stations throughout the Midwest such as W.E.R.C. (now W.C.A.R).  He             
has participated in the acquisition and sale of many radio properties           
for the Malrite Broadcasting Registrant.  He is the director and                
officer of various corporations and has been active in real estate,             
development, and construction of housing and commercial properties.             
He is a graduate of the University of Michigan Law School and Wayne             
State University.                                                               

PAUL D. HANCOCK*, age 41 -  Mr. Hancock is the President and Chief              
Executive Officer of the Registrant.  He is the founder and developer           
of its film production concept and has served as President and Chief            
Executive Officer since its inception. He has been a production and             
business advisor to various film financing and production  companies            
and has supervised in-depth research and work study in moderate                 
budget/cost-controlled feature film productions.  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.  He has maintained a                     
specialized expertise and conducted diverse consulting in motion                
picture and television financial packaging and development.  He has             
previously been 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 and is a radio talk show host on                
independent film production.                                                    

A. ROBERT SOBOLIK*, age 60 - Mr. Sobolik is the Executive Vice                  
President and Treasurer of the Registrant.  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 48 - Mr. Epstein is the Secretary of the                     
Registrant.  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 45 - Mr. Woodward is the Vice President for Film          
Production of the Registrant.  He is responsible for the technical              
production procedures of the film and television projects the                   
Registrant produces or co-produces. His career has spanned more than            
20 years of both independent and studio film and television production          
for companies such as Twentieth Century Fox Film Corporation,                   
Paramount Pictures, and Castle Rock Entertainment.  Including his               
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 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 58 - Mr. Lindsey is the Vice President of                
Creative Development of the Registrant.  He is responsible, with the            
production committee, for the selection and development of film                 
projects for the Registrant.  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 Registrant 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 59 - Mr. Aitken is the Vice President of Finance           
and Administration of the Registrant.  He is responsible for the                
overall business management and administrative systems of the                   
Registrant.  He is a Certified Public Accountant and was formerly a             
Partner and Regional Manager for Ernst & Whinney (now 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 & Whinney.            
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 46 - Mr. Foley is currently Executive Vice                   
President of Miramax Films, overseeing all theatrical acquisitions and          
distribution.  He was formerly 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 has            
been 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.                      

JOHN LEVINGSTON, age 69 - Mr. Levingston has been involved in the               
distribution, marketing, television syndication and packaging of                
motion picture projects both nationally and internationally for more            
than twenty years, working with such companies as A.B.C.,                       
Gotham-Rhodes Inc., Thompson International and has served as President          
of Cinema Systems Inc.  His film industry background also includes              
authorship of original stories, one of which was for the feature film           
NAPOLEON & SAMANTHA and an original musical composition/co- production          
for ERA Records.  Prior to his work in the motion picture industry, he          
created and marketed internationally high technological  industrial             
instruments  while working as a Vice President with companies such as           
Setco, Dynalube Incorporated, British-American Tobacco Co. in London            
and Batco Corporation in East Africa.  He is the founder of the                 
consulting firm of Levingston-Lehman specializing in financing and              
marketing research.                                                             

ROBERT E. CAPPS, JR., age 45 - 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            
20 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 has been 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.                                                                          

BENJAMIN WHITFIELD, JR., ESQ., age 46 - 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 50 - 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           
intregal 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.                              

(STRIKEOUT)KAREN J. SEGEL, age 48 - Ms. Segel has most recently been            
independent tax counsel and corporate taxation specialist to various            
individuals, corporations and partnerships throughout Southern                  
California and in New York encompassing among others, industrial,               
manufacturing and communications industries.  She is a sole                     
practitioner and was previously senior tax accountant for Oppenheim,            
Appel & Dixon in Los Angeles and senior tax accountant for S.N.                 
Chilkov & Co., CPAs, in Beverly Hills, California.  Prior to Ms.                
Segel's legal and accounting practice, she was an administrator for             
Olds Brunel & Co. and U.S. Banknote Corp. in New York City. She                 
maintains memberships in several national and international                     
professional services organizations.(/STRIKEOUT)                                

ALEX TREBEK, age 55 - 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 gameshow 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 73 - 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.                                          

CHARLES C. BAILEY, age 62 - Mr. Bailey was most recently Senior Vice            
President of Thomson McKinnon Securities Inc. in New York City and              
previously Vice President of Prudential Bache Securities, two of Wall           
Street's leading investment banking firms.  Mr. Bailey has been                 
involved in international business and finance for more than 25 years           
and is the executive producer for a Broadway theatrical production              
company.  He was the producer of the musical Broadway production of MY          
ONE AND ONLY with Twiggy and Tommy Tune, and STARDUST with Sean Young.          

JOSEPH DYSON*, age 61 - Mr. Dyson is currently the President and Chief          
Executive Officer of Health Care Capital Corporation of California.             
He was formerly Vice President and Manager of Merrill Lynch White Weld          
Capital Groups, Western Region Health Care Finance Department and Vice          
President of First America, a financial consulting firm.  In addition,          
he was a regional partner at Arthur Young & Co. and managing Vice               
President of Telco Capital Corporation.  Prior to his private sector            
career, he was engaged at the Department of Health, Education and               
Welfare where he served as Acting Regional Program Director of the              
Hill-Burton Program as well as special consultant to other Regional             
Loan Offices.  He is a Certified Public Accountant and has served as            
an official for the Securities and Exchange Commission.                         

PETER LALLOS, age 62 - Mr. Lallos was most recently Senior Vice                 
President for the investment banking firm of Bear, Sterns & Co. in New          
York City.  He has previously held senior corporate positions                   
including Managing Director for Manufacturer's Hanover Trust                    
Registrant, Senior Vice President - E.F. Hutton & Co. and Senior Vice           
President - Donaldson, Luftkin & Jenrette.  Mr. Lallos' Wall Street             
expertise encompasses more than 25 years of investment banking,                 
commercial banking and specialized public and corporate financing               
around the world.                                                               

PHILIP LANGWALD, age 89 - Mr. Langwald is Chairman Emeritus of the              
Board of Directors of the Registrant 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 46 - 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 42 - Mr. Newirth is currently an established               
Independent Producer in the motion picture industry and has been                
responsible for the production of such major motion pictures as the             
Academy Award winning and highly successful FORREST GUMP, as well as            
BUGSY with Warren Beatty and TOYS with Robin Williams.  His career in           
production has included production manager for such films as PRETTY IN          
PINK, ROBOCOP, and THE ABYSS.  He has also worked in such diverse               
senior production positions as production supervisor, production                
coordinator, and location manager.                                              

BRIAN J. PATNOE, age 38 - 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 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 38 - 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.                              

DAVID A. TOMA, age 46 - Mr. Toma has most recently been associated              
with Cinema Research Corporation and Complete Post Inc. in Los Angeles          
responsible for managing all aspects of film and video post production          
and production processing.  He has been instrumental in the                     
development and growth of both companies to become two of the largest           
and highly sophisticated post production facilities in the motion               
picture industry.  He has further been a consultant and advisor on              
post production techniques and procedures for several companies                 
including Lorimar Entertainment.  Mr. Toma was also engaged in several          
film production, marketing and editing capacities for the motion                
picture and television industry including Executive in Charge of                
Production for Laserus Entertainment Inc., a leading entertainment              
commercial company producing a wide variety of television programming;          
production/ marketing executive for Pacific Video Inc., a major post            
production facility; and post production supervisor for independent             
production company, Sun Classic Pictures Inc.  Mr. Toma has                     
specialized expertise in the implementation of favored nations                  
agreements, extensive knowledge of electronic post production                   
techniques, state of the art and conventional theatrical and video              
editing, as well as new mastering technologies for European and                 
domestic delivery.  His film and television credits include Robert              
Altman's POPEYE, THE LINCOLN CONSPIRACY, BEYOND AND BACK, the                   
long-running television series SOAP and BENSON, and he was the                  
recipient of                                                                    
an achievement Emmy Award from the Academy of Television Arts and               
Sciences for his contributions to the CBS Movie-of-the-Week BABIES              
HAVING BABIES.                                                                  

* (Indicates members of the Executive Committee)                                

FAMILY RELATIONSHIPS                                                            

There are no family relationships among directors, executive officers           
or persons chosen by the Registrant to be nominated as a director or            
appointed as an executive officer of the Registrant or any of its               
affiliated subsidiaries.                                                        

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS                                        

To the best knowledge and belief of the Registrant, during the past             
five years, no present or former director, executive officer or person          
nominated to become a director or an executive officer of the                   
Registrant, has been involved in:                                               

(1) Any bankruptcy petition by or against any business of which such            
person was a general partner or executive officer either at the time            
of the bankruptcy or within two years prior to that time;                       

(2) Any conviction in criminal proceeding or subject to a pending               
criminal proceeding (excluding traffic violations and other minor               
offenses);                                                                      

(3) Being subject to any order, judgment or decree, not subsequently            
reversed, suspended or vacated, of any court of competent                       
jurisdiction, permanently or temporarily, barring, suspending, or               
otherwise limiting his involvement in any type of business, securities          
or banking activities; and                                                      
(4) Being found by any court of competent jurisdiction (in a civil              
action), the Commission or the Commodities Futures Trading Commission           
to have violated a federal or state securities or commodities law, and          
the judgment has not been reversed, suspended or vacated.                       
ITEM 6.  EXECUTIVE COMPENSATION                                                 

The summary compensation table below sets forth certain information             
for all compensation, including: annual, longterm and stock                     
compensation paid for services rendered to the registrant in all                
capacities for the fiscal years ended December 31, 1996, 1995, and              
1994.                                                                           

                                                                [Download Table]
Summary Compensation Table                                                 


                    ANNUAL COMPENSATION                                    
                                   Annual Compensation                     
Name and Principal Position                                                
(a)                      Year(b)   Salary($)(c) Bonus ($)(d)Other Annual   
                                   *, **, ***           Compensation ($)(e)
                                                                           
Rodney C. Kropf**        1996      0         0          0                  
Chairman of the Board    1995      0         0          0                  
                         1994      0         0          0                  

Paul D. Hancock*/**      1996      310,000   0          0                  
President, CEO    ***         1995 295,000   0          0                  
                         1994      280,000   0          0                  

A. Robert Sobolik*/**    1996      0         0          0                  
Exec. V.P./Treasurer     1995      0         0          0                  
                         1994      0         0          0                  

Larry Epstein*/**        1996      0         0          0                  
Secretary                1995      0         0          0                  
                         1994      0         0          0                  

John R. Woodward*/**     1996      0         0          0                  
Vice President           1995      0         0          0                  
                         1994      0         0          0                  

George T. Lindsey*/**    1996      0         0          0                  
Vice President           1995      0         0          0                  
                         1994      0         0          0                  

James J. Aitken*/**      1996      0         0          0                  
Vice President           1995      0         0          0                  
                         1994      0         0          0                  

John Levingston*         1996      0         0          0                  
Vice President           1995      0         0          0                  
                         1994      0         0          0                  

John R. Foley**          1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

Robert E. Capps Jr.**    1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

Benjamin Whitfield Jr.** 1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

Brendan Cahill**         1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

(STRIKEOUT)                                                                
Karen J. Segel**                                                           
Director                 1996      0         0          0                  
                         1995      0         0          0                  
                         1994      0         0          0                  
(/STRIKEOUT)                                                               

Alex Trebek**            1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

LeRoy J. Steele**        1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

Charles Bailey**         1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

Joseph Dyson**           1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

Peter Lallos**           1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

Philip Langwald**        1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

Fred Baron**             1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

Charles Newirth**        1996      0         0          0                  
Director                 1995      0         0          0                  
                         1994      0         0          0                  

Brian J. Patnoe*         1996      0         0          0                  
Assoc. V.P.              1995      0         0          0                  
                         1994      0         0          0                  

Michael Maghini*         1996      0         0          0                  
Assoc. V.P.              1995      0         0          0                  
                         1994      0         0          0                  

David A. Toma*           1996      0         0          0                  
Assoc. V.P.              1995      0         0          0                  
                         1994      0         0          0                  



                         Awards              Payouts        All Other      
                                             Securities Compensation       

                                             Underlying (#)(i)             
                                             Options/SARs(#)(g)            
                    Restricted     Securities                              
                    Stock Award(s) Underlying                              
                    ($)(f)         Options/SARs(#)(g)                      
                                                                           

Rodney C. Kropf**        1996 - 0  50,000    0          0                  
Chairman of the Board    1995 - 50,000  50,000     0        0              
                         1994 - 50,000  50,000     0        0              

Paul D. Hancock*/**      1996 - 0       250,000    0        0              
President, CEO    ***         1995 - 0  250,000    0        0              
                         1994 - 0       250,000    0        0              

A. Robert Sobolik*/**    1996 - 0       25,000     0        0              
Exec. V.P./Treasurer     1995 - 25,000  25,000     0        0              
                         1994 - 25,000  25,000     0        0              

Larry Epstein*/**        1996 - 0       500,000    0        0              
Secretary                1995 - 25,000  500,000    0        0              
                         1994 - 25,000  500,000    0        0              

John R. Woodward*/**     1996 - 0       50,000     0        0              
Vice President           1995 - 25,000  50,000     0        0              
                         1994 - 25,000  50,000     0        0              

George T. Lindsey*/**    1996 - 0       25,000     0        0              
Vice President           1995 - 0       25,000     0        0              
                         1994 - 0       25,000     0        0              

James J. Aitken*/**      1996 - 50,000  25,000     0        0              
Vice President           1995 - 50,000  25,000     0        0              
                         1994 - 50,000  25,000     0        0              

John Levingston*         1996 - 0       20,000     0        0              
Vice President           1995 - 0       20,000     0        0              
                         1994 - 0       20,000     0        0              

John R. Foley**          1996 - 0       100,000    0        0              
Director                 1995 - 50,000  100,000    0        0              
                         1994 - 50,000  100,000    0        0              

Robert E. Capps Jr.**    1996 - 0       50,000     0        0              
Director                 1995 - 0       50,000     0        0              
                         1994 - 50,000  50,000     0        0              

Benjamin Whitfield Jr.** 1996 - 0       25,000     0        0              
Director                 1995 - 25,000  25,000     0        0              
                         1994 - 25,000  25,000     0        0              

Brendan Cahill**         1996 - 0       20,000     0        0              
Director                 1995 - 0       20,000     0        0              
                         1994 - 0       20,000     0        0              
(strikeout)                                                                
Karen J. Segel**                                                           
Director                                                                   
(/strikeout)                                                               
Alex Trebek**            1996 - 0       20,000     0        0              
Director                 1995 - 0       20,000     0        0              
                         1994 - 0       20,000     0        0              

LeRoy J. Steele**        1996 - 0       0          0        0              
Director                 1995 - 25,000  0          0        0              
                         1994 - 25,000  0          0        0              

Charles Bailey**         1996 - 0       0          0        0              
Director                 1995 - 25,000  0          0        0              
                         1994 - 25,000  0          0        0              

Joseph Dyson**           1996 - 50,000  25,000     0        0              
Director                 1995 - 25,000  25,000     0        0              
                         1994 - 25,000  25,000     0        0              

Peter Lallos**           1996 - 0  0         0          0                  
Director                 1995 - 25,000  0          0        0              
                         1994 - 25,000  0          0        0              

Philip Langwald**        1996 - 0       0          0        0              
Director                 1995 - 25,000  0          0        0              
                         1994 - 25,000  0          0        0              

Fred Baron**             1996 - 0       0          0        0              
Director                 1995 - 25,000  0          0        0              
                         1994 - 25,000  250,000    0        0              

Charles Newirth**        1996 - 0       0          0        0              
Director                 1995 - 125,000 250,000    0        0              
                         1994 - 31,250  313        0        0              

Brian J. Patnoe*         1996 - 0       100,000    0        0              
Assoc. V.P.              1995 - 50,000  100,000    0        0              
                         1994 - 50,000  100,000    0        0              

Michael Maghini*         1996 - 0       10,000     0        0              
Assoc. V.P.              1995 - 0       10,000     0        0              
                         1994 - 0       10,000     0        0              

David A. Toma*           1996 - 0       0          0        0              
Assoc. V.P.              1995 - 0       0          0        0              
                         1994 - 0       0          0        0              
()                                                                              

* Indicates - Although many of the corporate officers have entered              
into contractual agreements with the Registrant, certain of the                 
contract's provisions are contingent upon the acquisition of                    
substantial working capital by the Registrant.  Accordingly, certain            
of the officers do not devote their full-time to the business of the            
Registrant.                                                                     

** Indicates - Certain members of the board of directors who are not            
officers of the Registrant receive a mutually agreeable amount of               
restricted Rule 144 common stock of the Registrant 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            
his accumulated back salary of $3,080,000.   Also, he has agreed to             
waive his current salary indefinitely as long as the Registrant does            
not have sufficient funds on hand.  In return he has agreed to also             
accept common stock, or preferred convertible stock of the Registrant           
at $.10 per share equivalent or mutually agreeable stock options in             
lieu of cash, at the Registrant's discretion, except in the event of            
a merger or takeover of the Registrant 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 Registrant has an                    
understanding with the Registrant regarding compensation by the                 
Registrant as an (STRIKEOUT)affiliate(STRIKEOUT)    officer     of the          
Registrant either in terms of duties, which will be rendered on behalf          
of the Registrant or in their capacity as an independent                        
(STRIKEOUT)affiliate(STRIKEOUT)    associate     or as an                       
(STRIKEOUT)affiliate(STRIKEOUT)    associate     of one of the                  
Registrant's wholly-owned subsidiaries.                                         

The Registrant has evaluated the experience and reputation of its               
directors and allocated compensation of common stock accordingly.               
Executive officers of the Registrant maintain various terms and                 
conditions relative to compensation in their specific employment                
contracts (refer to Exhibit 10.14 thru 10.22).                                  

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

As of this filing, there have been and are presently no transactions            
to which the Registrant 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 8.  LEGAL PROCEEDINGS                                                      

As of December 31, 1996, there were no material pending legal                   
proceedings to which the Registrant was a party or to which any of its          
assets was subject.  However, the Registrant is currently in                    
negotiations for the reimbursement of 8 film and television videotape           
and 35mm film master copies of feature length motion picture and                
television productions owned by the Registrant and maintained at a              
film and video storage facility.  The Registrant's attorneys are                
preparing litigation and related processes in the event the results of          
the negotiations are unsatisfactory.  The Registrant is seeking                 
damages in the amount of $397,500 for the loss of its "stored                   
material".                                                                      

ITEM 9.  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS               

MARKET FOR COMMON EQUITY                                                        

From December 1983, the date upon which present management took                 
control of the National Power Corporation, there has been a thin range          
of trading occurring with the Registrant's common shares in the                 
Over-the-Counter market.  The Registrant's common stock is presently            
traded                                                                          
on the over-the-counter (OTC) market through primarily inter-dealer             
trades.  The Registrant's history of trading includes both pink sheets          
and NASD's Electronic Bulletin Board system.  The most recent                   
availability for open trading of the Registrant's common shares was             
during fiscal 1992 when the Registrant was traded on the                        
over-the-counter market on the NASD's Electronic Bulletin Board                 
system under                                                                    
the NQB symbol of "WWMP".  Since that time in 1992 there has been only          
inter-dealer trades.  Inasmuch as the last open trading for the                 
Registrant's stock occurred more than 4 years ago, there is no current          
data to support a range of sales activity with either high or low bid           
information.                                                                    

SECURITY HOLDERS                                                                

As of December 31, 1996, the latest practicable date for which                  
information is available, the Registrant had approximately 756 holders          
of record of the Registrant's common equity.                                    

However, based upon its proxy solicitation procedures for the last              
year's annual meeting of stockholders and institutional holdings, the           
Registrant believes it has more than 1,000 beneficial owners of its             
common stock.                                                                   

DIVIDENDS                                                                       

There have been no cash dividends declared or paid since the inception          
of the Registrant, and no dividends are contemplated to be paid in the          
foreseeable future.  The future payment of dividends is within the              
discretion of the Board of Directors of the Registrant and will depend          
on the Registrant's earnings, its capital requirements and financial            
condition and other relevant factors.                                           

ITEM 10.  RECENT SALES OF UNREGISTERED SECURITIES                               

The Registrant has had various sales of unregistered securities.                
Sales of unregistered securities have accumulated due to transactions           
wherein proceeds were used for working capital,     facilitating          
the normal course of business of the Registrant.  In issuing                    
unregistered shares, the Registrant relied on the exemption from                
registration provisions as promulgated under Rule 3(b) and further              
under Section 4(2) of the Securities Act of 1933, for issuer                    
transactions not involving a public offering, as these transactions             
did not involve a "distribution" and did not fall within the                    
definition of "underwriter" as those terms are defined under the Act.           
Principals of each transaction were aware that they were taking the             
shares for investment purposes and not with the view to distributing            
the same and further represented that they were aware of the                    
restricted nature of the securities and that the same could not be              
transferred or resold absent a Registration Statement, in effect for            
the same or an exemption therefrom, or otherwise sold in reliance on            
Rule 144.     Proceeds from all sales of unregistered securities                
referred to above have been used for working capital.  None of the              
proceeds has been used to compensate officers or directors of the               
Registrant.                                                                     

Pursuant to the above, the Registrant has issued in the last three              
years an aggregate of 1,790,674 unregistered common shares to certain           
management persons of the Registrant or its subsidiaries or persons             
associated with the Registrant on a contract basis, each of whom file           
the requisite forms where applicable.                                           

ITEM 11.  DESCRIPTION OF SECURITIES                                             
The authorized capital stock of the Registrant consists of 100,000,000          
common voting shares, par value $.001 per share.  As of December 31,            
1996 there were 46,099,092 common shares issued and outstanding.                

The Registrant has also authorized the issuance of 1,000,000 shares             
of preferred non-voting stock at par value $.01 per share and 100,000           
shares of preferred non-voting stock at par value $10.00 per share.             
As of the Registrant's yearend, December 31, 1996, there were 85,217            
$.01 preferred shares issued and outstanding and 20,000 $10.00                  
preferred shares issued and outstanding.                                        

</TABLE>                                                                        
                                                                [Download Table]
RECENT SALES OF UNREGISTERED SECURITIES - COMMON (SB ITEM 701)                 

DATE      NAME             TITLE   AMOUNT    PRICE  CASH PD.   SERVICES        
                                                                               
10/10/96T. Campbell        Common  80,000    $0.05  $4000                      
          H. Tafesh        Common  1,753     $0.15                             
          H. Tafesh        Common  4,870     $0.10                             
          A. Mintz         Common  226,507                     Services        
9/20/96R. Best             Common  2,000     $0.10  $200                       
          J. Aitken        Common  50,000                      Board Mmbrshp   
          J. Dyson         Common  50,000                      Board Mmbrshp   
          K. Segel         Common  50,000                      Board Mmbrshp   
          L. Nolan         Common  2,000     $0.10  $200                       
3/26/97W. Hinckley         Common  90,000                                      
          C. Lemone        Common  25,000                                      
3/12/96C. Cosgray          Common  20,000                                      
          S. Korniczky     Common  10,000                                      
2/5/96S. Tenen             Common  2,500     $0.04  $100                       
1/23/96M&D Productions     Prfrrd  15,000           Prch/Ftre Film             
1/5/96R. Whitmer           Common  5,000     $0.05  $250                       
          P. Langwald      Common  16,667    $0.03  $500                       
12/29/95M&D Productions    Common  260,000   Prch/Ftre Film                    
11/21/95J. Goltara         Common  10,000                      Internship      
          A. Webb          Common  165,000                     Prch/9 TV Prgm  
          L. Kerr          Common  10,000                      Prch/9 TV Prgm  
          E. Crow          Common  3,000     $0.05  $150                       
          W. Hinckley      Common  50,000                      Acqstn/Cnslttn  
11/10/95K. Segel           Common  50,000                      Board Mmbrshp   
10/27/95B. Patnoe          Common  20,000    $0.05  $1000                      
          F. Hermosa       Common  10,000    $0.05  $500                       
          S. Olen          Common  1,000     $0.10  $100                       
          M. Langwald      Common  500       $0.10  $50                        
          T. Helton        Common  5,000     $0.05  $250                       
9/19/95T. Campbell         Common  20,000    $0.05  $1,000                     
          L. Taines        Common  1,000     $0.05  $50                        
5/8/95J. Mariante          Common  20,000                      Internship      
          N. Louis         Common  25,000                      Acctg Cnslttn   
4/13/95A. Jacobson         Common  100,000   $0.05  $5,000                     
4/7/95N. Sullivan          Common  50,000                      PR Cnslttn      
          D. Diemert       Common  20,000    $0.05  $1,000                     
3/9/95Pac.Prop.Prtctn      Common  40,000    $0.05  $2,000                     
          L. Phillips      Common  40,000    $0.05  $2,000                     
          C. Levy          Common  6,000     $0.05  $300                       
3/3/95C. Newirth           Common  125,000                     Board Mmbrshp   
2/7/95Pac.Prop.Prtctn      Common  20,000    $0.05  $1,000                     
          S. Korniczky     Common  20,000    $0.05  $1,000                     
          R. Stapp         Common  40,000    $0.05  $2,000                     
          D. Lis           Common  40,000    $0.05  $2,000                     
12/31/94J. Foley           Common  50,000                      Board Mmbrshp   
          L. Epstein       Common  360,000                     Lgl Cnsltatn    
          D. Maggot        Common  10,000    $0.05  $500                       
          L. O'Neil        Common  25,000                      Advsry Brd      
Mmbrshp                                                                        
          B. Patnoe        Common  250,000                     Administrtve    
Asstnce                                                                        
          K. Segel         Common  100,000                     Board Mmbrshp   
          R. Capps, Jr.    Common  150,000                     Board Mmbrship  
12/30/94B. Patnoe          Prfrred 5,000     $0.20  $1,000                     
          P. Langwald Trust  Prfrred   2,500 $0.20  $500                       
12/11/94K. Segel           Common  50,000                      Board Mmbrshp   
11/25/94J. Diamond         Common  25,000                      Advsry Brd      
Mmbrshp                                                                        
11/18/94J. Crow            Common  20,000                      Intrnshp        
          R. Crow          Common  6,000     $0.05  $300                       
          N. Baron         Common  100,000                     Board Mmbrshp   
          R. Allen         Common  25,000                      Pblc Rltns      
Cnslttn                                                                        
          J. Mariante      Common  20,000                      Intrnshp        
          J. Cleveland     Common  40,000    $0.05  $2,000                     
10/14/94Webb Flms Intl   Common   125,000           Mktg/Dstrbtn               
10/10/94Pacific Prop       Common  60,000    $0.05  $3,000                     
9/14/94L. Phillips         Common  120,000   $0.05  $6,000                     
          K. Inglis        Common  20,000    $0.05  $1,000                     
9/13/94B. Patnoe           Prfrrd  50,000                      Admin. Cnslttn  
          K. Luber         Prfrrd  1,000                       Subs. Offcr     
Mmbrshp                                                                        
7/5/94R. Day               Common  25,000                      Sec. Cnslttn    
          J. Brown         Common  25,000                      Advrtsng Cnslttn
5/19/94Uptic Invstmt       Common  1,200,000                   Letter of Credit
3/26/94J. Hanks            Common  200,200   $0.05  $10,010                    
1/28/94F/A Olson           Common  20,000    $0.05  $1,000                     
          S. Olson         Common  20,000    $0.05  $1,000                     

DIVIDEND RIGHTS                                                                 

Holders of shares of common voting stock of the Registrant are                  
entitled to receive, out of funds legally available, such dividends             
as may be declared by the Registrant's Board of Directors.  The                 
Registrant, as of the date hereof, cannot forecast with any certainty,          
when and if any dividends will be paid, although the Registrant does            
not anticipate paying any dividends prior to its year ended December            
31, 1996 or in the foreseeable future.                                          

VOTING RIGHTS                                                                   

Holders of shares of the common voting stock are entitled to one (1)            
vote per outstanding share held on each matter submitted to a vote at           
a meeting of shareholders.  Each holder may exercise such vote either           
in person or by a properly executed proxy.  Holders of a majority of            
the shares issued and outstanding, present in person or by proxy,               
constitute a quorum for shareholders meetings.  Except with respect to          
amending the Articles of Incorporation, which requires an affirmative           
vote of a majority of the Registrant's shares issued and outstanding,           
other matters to be acted upon by shareholders at any meeting of the            
shareholders require the affirmative vote of a majority of the                  
shareholders voting in person or by proxy, provided a quorum, as                
defined above, is established.  The holders of the common stock of the          
Registrant are not entitled to cumulative voting in election of                 
Directors, and shareholders are denied any preemptive rights.  Certain          
extraordinary matters require more than a majority vote as explained            
under "Miscellaneous" below.                                                    

LIQUIDATION RIGHTS                                                              

In the event of any distribution of all of the assets of the                    
Registrant, upon a liquidation, dissolution or winding up of the                
Registrant, voluntary or involuntary, after payment of the full                 
preferential amounts to which the holders of the Preferred Stock are            
entitled, the holders of the Common Stock are ratably entitled to               
receive all of the remaining assets of the Registrant in proportion             
to the number of shares held by them respectively.  If the assets               
distributable in respect thereof are less than the amount necessary             
to pay the holders of the Preferred Stock the full preferential amount          
thereof, then the entire assets are to be distributed among the                 
holders of the Preferred Stock, of any and all series then                      
outstanding, ratably in proportion to the full preferential amounts             
to which they are respectively entitled.                                        

MISCELLANEOUS                                                                   

The common stock of the Registrant has no conversion, subscription,             
or sinking fund rights.  All shares when issued, are fully paid,                
non-assessable and not liable to further calls or assessments.                  

Except as set forth below in the last subparagraph of Section (10)              
Article III of the Articles of Incorporation of the Registrant, the             
affirmative vote or consent of the holders of 60% of all classes of             
stock of the Registrant entitled to vote in elections of directors,             
considered for the purposes of that Section (10) as one class, are              
required to (a) for the adoption of any agreement for the merger or             
consolidation of the Registrant with or into any other Affiliated               
Entity (as defined below); or (b) to authorize any liquidating                  
distribution, sale, lease, exchange, mortgage or pledge or other                
disposition of all or any substantial part of the assets of the                 
Registrant to any Affiliated Entity; or (c) to authorize any transfer,          
sale lease, exchange, mortgage or pledge or other disposition of all            
or any substantial part of the assets of the Registrant to any                  
Affiliated Entity; or (d) to authorize any transfer, sale or lease by           
an Affiliated Entity to the Registrant or any subsidiary thereof in             
exchange for cash, securities or other assets (except cash, securities          
or other assets having an aggregate fair market value of less than              
$2,000,000).  Such affirmative vote or consent required by that                 
Section shall be in addition to the vote or consent of the holders of           
the stock of the Registrant otherwise required by law or any agreement          
between the Registrant and any national securities exchange.  For the           
purposes of that Section, the term "Affiliated Entity" means any                
corporation, person or other entity that, as of the record date for             
the determination of shareholders entitled to notice thereof and to             
vote thereon or consent thereto, is the beneficial owner, directly or           
indirectly, of more than 5% of the outstanding shares of stock of the           
Registrant entitled to vote in elections of directors (considered for           
the purposes of that Section (10) as one class).                                

For the purposes of that Section (10): (A) any corporation, person or           
other entity is deemed to be the beneficial owner of any shares of the          
capital stock of the Registrant, (i) which it has the right to acquire          
pursuant to any agreement, or upon exercise of conversion rights,               
warrants or options, or otherwise; or (ii) which are beneficially               
owned, directly or indirectly (including shares deemed owned through            
application of clause (i) above), by any other corporation, person or           
entity which is its "affiliate" or "associate" as those terms are               
defined in Regulation C under the Securities Act of 1933, as amended;           
or (iii) which are beneficially owned, directly or indirectly                   
(including shares deemed owned through application of clause (9)                
above) by any other corporation, person or entity with which it or its          
"affiliate" or "associate" (as defined above) has any agreement,                
arrangement or understanding for the purpose of acquiring, holding,             
voting or disposing of stock of the Registrant; and (B) the                     
outstanding shares of any class of stock of the Registrant shall                
include shares deemed owned through application of clauses (i), (ii)            
and (iii) above but shall not include any other shares which may be             
issuable pursuant to any agreement, or upon exercise of conversion              
rights, warrants or options, or otherwise.                                      

The Board of Directors has the power and duty to determine for the              
purposes of that Section (10), on the basis of information known to             
the Registrant, whether: (i) such other corporation, person or other            
entity beneficially owns more than 5% of the outstanding shares of              
stock of the Registrant entitled to vote in elections of directors and          
therefore is an Affiliated Entity for purposes of this Section; (ii)            
a corporation, person or entity is an "affiliate" or "associate" (as            
defined above) of another; (iii) the cash, securities or assets being           
transferred by the Registrant, or any subsidiary thereof, have an               
aggregate fair market value of less than $2,000,000; and (iv) the               
memorandum of understanding referred to below is substantially                  
consistent with the transaction covered thereby.  Any such                      
determination shall be conclusive and binding for all purposes of that          
Section (10).                                                                   

The provisions of that Section (10) are not applicable to: (i) any              
merger or consolidation of the Registrant with or into any Affiliated           
Entity; or (ii) any liquidating distribution, sale, lease, exchange,            
mortgage or pledge or other disposition of all or any substantial part          
of the assets of the Registrant to any Affiliated Entity; or (iii) any          
transfer, sale or lease to the Registrant or any subsidiary thereof             
from an Affiliated Entity, in exchange for cash, securities or other            
assets if, in each case set forth in clause (i), (ii) or (iii) above,           
the Board of Directors of the Registrant has, by resolution,                    
unanimously approved a memorandum of understanding with such                    
Affiliated Entity with respect to and substantially consistent with             
such transaction prior to the time that such transaction is submitted           
to the shareholders for their approval.  The provisions of that                 
Section (10) are also not applicable to any merger or consolidation of          
the Registrant with, or any liquidating distribution, sale, lease,              
exchange, mortgage or pledge to any corporation of which a majority of          
the outstanding shares of all classes of stock entitled to vote in              
elections of directors is owned of record or beneficially by the                
Registrant and its subsidiaries.                                                

Notwithstanding any other provision of the Registrant's Articles of             
Incorporation or the form of By-Laws of the Registrant that were                
adopted after incorporation hereunder (and in addition to any other             
vote that may be required by statute, stock exchange regulations, the           
Articles of Incorporation or such By-Laws of the Registrant), the vote          
of the holders of 60% of all classes of stock of the Registrant                 
entitled to vote in elections of directors (considered for this                 
purpose as one class) shall be required to amend, alter, change,                
repeal or adopt new provisions of the Articles or By-Laws affecting             
Article I, Sections 2,3; Article II, Sections 2, 3, 6, 11, 14; Article          
IV, Section 7; and Article IX of such By-Laws of the Registrant, and            
Article III, Sections (2)(C), (10) and (11) or Article VII, Sections            
(6), (7), (8), (9) and (10) of the Articles of Incorporation except             
that if such amendment, alteration, change or repeal or adoption of             
new provisions in the Articles or the By-Laws shall be submitted to             
the shareholders with the unanimous recommendation of the entire Board          
of Directors, such provisions may be amended, altered, changed,                 
repealed or new Articles or By-Laws adopted or repealed by affirmative          
vote of the holders of majority of all classes of stock of the                  
Registrant entitled to vote in elections of directors (considered for           
this purpose as one class).                                                     

ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

No director of the Registrant shall be personally liable to the                 
Registrant or any stockholder for monetary damages for breach of                
fiduciary duty as a director, except for any matter in respect of               
which such director shall be liable under applicable state law or any           
amendments thereto or successor provision thereto or shall be liable            
by reason that in addition to any and all other requirements or such            
liability, he/she: (i) shall have breached his/her duty of loyalty to           
the Registrant or its stockholders; (ii) shall not have acted in good           
faith or, in failing to act, shall not have acted in good faith; (iii)          
shall have acted in a manner involving intentional misconduct or a              
knowing violation of law or, in failing to act, shall have acted in a           
manner involving intentional misconduct or a knowing violation of law;          
or (iv) shall have derived an improper personal benefit.                        

Neither the amendment nor repeal of that article, nor the adoption of           
any provision of the Certificate of Incorporation inconsistent with             
that article shall eliminate or reduce the effect of that article in            
respect of any matter occurring, or any cause of action, suit or claim          
that, but for this article would accrue or arise, prior to such                 
amendment, repeal or adoption of an inconsistent provision.                     

ITEM 13.  FINANCIAL STATEMENTS                                                  

The audited consolidated balance sheet of the Registrant for its years          
ended December 31, 1996, and 1995 and the related consolidated                  
statements of operations, stockholders' equity and cash flows for the           
years ended December 31, 1996 and 1995 are submitted herewith.  Also            
submitted herewith are the Registrant's unaudited financial statements          
which includes a balance sheet for its most recent first 3 quarters of          
1997, together with the statements of income and cash flows.  The               
Registrant has historically maintained audited financial statements             
including balance sheets, statements of operations, cash flows, and             
stockholder's equity since 1983 which are available for review.                 
(STRIKEOUT)From 1983 through 1989, the Registrant's independent                 
auditors were Jensen & Haney, P.C. and from 1989 through 1994, the              
Registrant's independent auditors were Charles R. Krafft &                      
Associates.(/STRIKEOUT)  The index setting forth the page numbers for           
the foregoing financial statements is found under "Item 15. Financial           
Statements, Accompanying Notes and Exhibits."                                   

ITEM 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING           
AND FINANCIAL DISCLOSURE                                                        

None.                                                                           

ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS                                     

(A) INDEX TO FINANCIAL STATEMENTS                                               

DESCRIPTION                                                    PAGE             

Report of Independent Auditor                                                   

Consolidated Balance Sheet - 12/31/96, 12/31/95                                 
and unaudited balance sheet for first 3 quarters, 1997                

Consolidated Statement of Operations - 12/31/96, 12/31/95                       
and unaudited Statement of Operations for 12/31/97                    

Consolidated Statement of Stockholders' Equity - 12/31/96, 12/31/95             

Consolidated Cash Flows - 12/31/96, 12/31/95                                    
and unaudited Statement of Cash Flows for 12/31/97                    

Notes to Consolidated Financial Statements - 12/31/96                           

Catalog inventory of documentary/docudrama/screenplay/                          
teleplay acquisitions from G.L. Productions Inc.                                
dated March 18, 1981                                                            

Catalog inventory of feature film/television                                    
production acquisitions from Presidio Productions Inc.                          
dated November 29, 1991                                                         

Report of Independent appraiser catalog inventory dated August 19,              
1994                                                                            

(B)  EXHIBIT TABLE - THE FOLLOWING EXHIBITS ARE FILED AS A PART OF THE          
REGISTRATION FORM 10-SB GENERAL REGISTRATION STATEMENT                          

2.1  Acquisition agreement as between Predecessor (World Wide Motion            
Pictures) and G.L. Productions Inc., dated March 18, 1981                       

2.2  Agreement, Press Release (11-26-83), and Plan of Reorganization            
dated October 14, 1983, and Notice and Proxy Statement dated January            
20, 1984, as between Registrant and Predecessor                                 

3.0  Articles of Incorporation of Registrant (Juggernaut Energy                 
Corporation) dated February 7, 1980                                             

3.1  Certificate (Utah) of Incorporation of Registrant, dated February          
7, 1980                                                                         

3.2  Certificate of Amendment to the Articles of Incorporation of               
Registrant dated March 6, 1980                                                  

Offering Circular of Registrant dated April 10, 1980                      
15c2-11 of Registrant dated October 9, 1981                               
Opinion of counsel regarding interstate sale of Registrant common         
stock                                                                     

3.3  Amendment to Articles of Inc. of Registrant (National Power                
Corporation, formerly Juggernaut Energy Corporation) dated November             
19, 1981 filed December 8, 1981                                                 
(Change in name, shares, authorized, and par value)                             

3.4  Certificate (Utah) of Amendment to the Articles of Incorporation           
Registrant dated December 8, 1981                                               

3.5  Articles of Incorporation Predecessor dated October 1, 1980                

3.6  Certificate (Michigan) of Articles of Incorporation of                     
Predecessor dated December 9, 1980                                              

3.7  By-laws of Predecessor dated December 9, 1980                              

3.8  Certificate (Michigan) and Amendment to Articles of Incorporation          
of Predecessor dated December 8, 1983                                           

3.9  Articles of Incorporation of Predecessor (WWMP, Inc.) dated                
February 6, 1984                                                                

3.10 Certificate (Michigan) of Articles of Incorporation of                     
Predecessor dated February 9, 1984                                              

3.11 Action of Sole Incorporator of WWMP, Inc. dated February 9, 1984           

3.12 Articles of Merger of the National Power Corporation, a Utah               
corporation, and WWMP, Inc., a Michigan corporation dated February 10,          
1984                                                                            

3.13 Certificate (Michigan) of Merger by and between the Registrant,            
a Utah corporation and Predecessor, a Michigan corporation dated March          
6, 1984                                                                         

3.14 Certificate (Utah) of Merger (Utah) by and between Registrant, a           
Utah corporation and Predecessor, a Michigan corporation dated March            
19, 1984                                                                        

3.15 Certificate (Michigan) of Merger of WWMP, Inc. and name change to          
World Wide Motion Pictures Corporation by and between Registrant dated          
February 10, 1984                                                               

3.16 Amendments to the Bylaws and Articles of Incorporation of                  
Registrant dated April 4, 1987                                                  

10.1 Agreement as between the Registrant and Paul Alex Productions              
dated November 28, 1983                                                         

10.2 Agreement as between the Registrant and G.O.D. Entertainment/The           
Pitch Limited dated March 26, 1987                                              

10.3 Agreement as between the Registrant and United Development                 
Industries/Topper Ltd. dated May 19, 1987                                       

10.4 Agreement as between the Registrant and Pacific Film Group dated           
April 11, 1990                                                                  

10.5 Agreement as between the Registrant and Tagerick Films dated               
September 6, 1990                                                               

10.6 Agreement as between the Registrant and J.O.E. Productions dated           
October 21, 1991                                                                
10.7 Agreement as between the Registrant and Presidio Productions               
dated November 29,1991                                                          

10.8 Agreement as between the Registrant and Webb Films International           
dated June 22, 1992                                                             

10.9 Agreement as between the Registrant and Pacific Film Group dated           
July 9, 1992                                                                    

10.10 Agreement as between the Registrant and Lance Matthews dated May          
8, 1993                                                                         

10.11 Agreement as between the Registrant and Media One Broadcasting            
dated August 23, 1994                                                           

10.12 Agreement as between the Registrant and Pacific Pictures dated            
October 14, 1994                                                                

10.13 Huntington Seacliff Corporation, Lease dated January 25, 1985             

10.14 Employment Contract - Paul D. Hancock                                     

10.15 Employment Contract - A. Robert Sobolik                                   

10.16 Employment Contract - Larry Epstein                                       

10.17 Employment Contract - John R. Woodward                                    

10.18 Employment Contract - James J. Aitken                                     

10.19 Employment Contract - George T. Lindsey                                   

10.20 Employment Contract - John Levingston                                     

10.21 Employment Contract - Brian J. Patnoe                                     

10.22 Employment Contract - David A. Toma                                       

21.0 Subsidiaries of the Registrant                                             

Articles of Incorporation of World Wide Film and Television Institute           
dated May 25, 1993                                                              

Articles of Incorporation of WWMPC Environmental Services Corporation           
dated May 25, 1993                                                              

99.0 LETTER OF CREDIT                                                           

REED & TAYLOR                                                                   
CERTIFIED PUBLIC ACCOUNTANTS                                                    
PROFESSIONAL CORPORATION                                                        
561 E. JEFFERSON AVE.                                                           
DETROIT, MI 48226-4324                                                          

INDEPENDENT AUDITOR'S REPORT                                                    

To the Shareholders and Board of Directors                                      
World Wide Motion Pictures Corporation                                          

We have audited the accompanying consolidated balance sheets of World           
Wide Motion Pictures Corporation and subsidiaries as of December 31,            
1996 and 1995, and the related statements of income, stockholders'              
equity, and cash flows for the years then ended.  These financial               
statements and accompanying notes are the responsibility of the                 
Company's management.  Our responsibility is to express an opinion on           
these financial statements based on our audits.                                 
We conducted our audits in accordance with generally accepted                   
standards.  Those standards require that we 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.  We                 
believe that our audits provide a reasonable basis for our opinion.             

In our opinion, the consolidated financial statements referred to               
above and accompanying notes present fairly, in all material respects,          
the financial position of World Wide Motion Pictures Corporation and            
subsidiaries as of December 31, 1996 and 1995, and the results of its           
operations and its cash flows for the years then ended in conformity            
with generally accepted accounting principles.                                  

Reed & Taylor, CPAs, P.C.                                                       
Reed & Taylor, CPAs, P.C.                                                       
Detroit, Michigan                                                               
June 30, 1997                                                                   

                                                                [Download Table]
Unaudited Consolidated Balance Sheet                             
September 30, 1997                                               

                WORLD WIDE MOTION PICTURES CORPORATION           
                      CONSOLIDATED BALANCE SHEET                 
                          SEPTEMBER 30, 1997                     
                             (UNAUDITED)                         

Assets                                                           
                                                                 
                                                                 
     Cash                                    69,061              
     Accounts Receivable                     1,500               
     Completed Motion Pictures/                                  
        Television Productions               16,118,061          
     Film Properties (Screenplays/Teleplays) 1,705,467           
     Property, Equipment and Materials       70,937              
     Less Accumulated Depreciation           (553,238)           
         Total assets                        $17,411,788         

Liabilities                                                      
     Accounts Payable                        5,655               
     Common Stock Payable                    299                 
     Preferred Stock Payable                 30                  
     Notes Payable                           16,300              
         Total Liabilities                   22,284              

Stockholder's Equity                                             
     Common Stock $.001 Par Value, 100,000,000                   
     Shares Authorized, 46,134,592 Outstanding        46,134     
     Preferred Stock $.01 Par Value, 1,000,000                   
     Shares Authorized, 105,200 Outstanding           1,052      
     Capital in Excess of Par Value          18,258,846          
     Retained earnings (deficit)             (916,528)           
     Total Stockholder's Equity              $17,389,504         
     Total Liabilities and Stockholder's Equity       $17,411,788

                                                                [Download Table]
Consolidated Statement of Income                      

                WORLD WIDE MOTION PICTURES CORPORATION
CONSOLIDATED STATEMENT OF INCOME                      
SEPTEMBER 30, 1997                                    
(UNAUDITED)                                           

                                                      
Revenues                                $ (100,082)   
Operating Expenses                                    
     Cost of Productions                              
     Administrative                     13,385        
     Depreciation                                     
      Total Operating Expense           13,385        
     Net Income (Loss)                  $ (113,467)   

                                                                [Download Table]
Consolidated Statement of Cash Flows                             

      WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES    
                CONSOLIDATED STATEMENT OF CASH FLOWS             
                         SEPTEMBER 30, 1997                      
                             (UNAUDITED)                         

                                                                 
Cash flows from operating activities                             
Net income (deficit)                                   $(113,467)
Adjustments to reconcile net income to net                       
cash provided by operating activities:                           
Decrease in customer deposit                 $(115,000)          
(Increase) in accounts receivable            5,749               
     Net cash provided by operating activities         $109,251  
Cash flows from investing activities:                            
Purchase of Assets                           $ -                 
      Net cash provided by investing activities        $ -       
Cash flows from financing activities:                            
Proceeds from issuance of preferred and                          
common stock                                 $ 95,462            
     Net cash flow provided by financing activities    $ 95,462  
Net increase in cash and cash equivalents              $(127,257)
Cash and cash equivalents - beginning of year          $196,318  
Cash and cash equivalents - end of year                $ 69,061  
                                                                [Download Table]
Consolidated Balance Sheets                                         

      WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES       
                    CONSOLIDATED BALANCE SHEETS                     
                     DECEMBER 31, 1996 and 1995                     

Assets                                                              
                                             1996         1995      
                                                                    
Cash                                         196,318      12,298    
Accounts Receivable                          1,500        1,500     
Completed Motion Pictures/                                          
Television Productions                       16,118,061   16,116,258

Film Properties (Screenplays/Teleplays)      1,680,967    1,680,472 
Property and Equipment                       46,437       46,437    
Other Assets                                 49,000       49,000    
Less Accumulated Depreciation                (553,238)    (246,543) 
Total assets                                 $17,539,045$17,659,422 

Liabilities                                                         
Current liabilities                                                 
Common Stock Payable                         205          272       
Preferred Stock Payable                      30           30        
Notes Payable                                16,300       16,300    
Total Liabilities                            16,535       16,602    

Stockholder's Equity                                                
Common Stock $.001 Par Value, 100,000,000                           
Shares Authorized, 46,099,592 Outstanding    46,099       45,463    
Preferred Stock $.01 Par Value, 1,000,000                           
Shares Authorized, 105,200 Outstanding       1,052        1,052     
Capital in Excess of Par Value               18,163,219   18,156,047
Retained earnings (deficit)                  (668,060)    (559,742) 
Total Stockholder's Equity                   $17,522,510$17,642,820 
Total Liabilities and                                               
Stockholder's Equity                         $17,539,045$17,659,422 
<FN>                                                                
<F1>                                                                
The accompanying notes are an integral part of these financial      
statements.                                                         
</FN>                                                               

                                                                [Download Table]
Consolidated Statements of Income                              

WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES        
CONSOLIDATED STATEMENTS OF INCOME                              
DECEMBER 31, 1996 and 1995                                     

                                   1996      1995              
                                                               
Revenues                           $75,000   $71,000           
Operating expenses:                                            
     Administrative                11,623    14,937            
     Depreciation                  306,695   240,707           
        Total operating expense    318,318   255,644           
     Net income (loss)             $(243,318)$(184,644)        
Earnings available to common stockholders  $(243,318)$(184,644)
Earnings per common share          $       0 $       0         
<FN>                                                           
<F1>                                                           
The accompanying notes are an integral part of these financial 
statements.                                                    
</FN>                                                          

                                                                [Download Table]
Consolidated Statement of Cash Flows                               

      WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES      
                CONSOLIDATED STATEMENT OF CASH FLOWS               
                         DECEMBER 31, 1996                         

                                             1996                  
                                                                   
Cash flows from operating activities                               
Net income (deficit)                                   $ (243,318) 
Adjustments to reconcile net income to net                         
cash provided by operating activities:                             
Depreciation                                 $ 306,695             
(Increase) in accounts receivable              115,000             
(Decrease) Increase in accounts payable      (67)                  
     Net cash provided by operating activities         $  421,628  
Cash flows from investing activities:                              
Purchase of Assets                           $    (2,298)          
      Net cash provided by investing activities        $(2,298)    
Cash flows from financing activities:                              
Proceeds from issuance of preferred and                            
common stock                                 $  8,008              
     Net cash flow provided by financing activities    $      8,008
Net increase in cash and cash equivalents              $    184,020
Cash and cash equivalents - beginning of year          $     12,298
Cash and cash equivalents - end of year                 $   196,318
<FN>                                                               
<F1>                                                               
The accompanying notes are an integral part of these financial     
statements.                                                        
</FN>                                                              

                                                                [Download Table]
Stockholders Equity                                                   

WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES               
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY                        
DECEMBER 31, 1995 AND 1996                                            

               STOCK     AMT ADDITIONAL RETAINED       TOTAL          
          COMMON   PREFERRED (P/V)  PAID IN CAPITAL    EARNINGS   S/E 
                                                                      
BAL,                                                                  
12/31/94  44,361,765 46,700  45,414   15,650,729 (375,098)  15,321,045
NET INCOME                                                            
(LOSS)                                           (184,644)            

STOCK                                                                 
ISSUED    1,101,530  58,500  1,101 2,505,318                          
BAL,                                                                  
12/31/95  45,463,295 105,200 46,515   18,156,047 (559,742)  17,642,820
NET INCOME                                                            
(LOSS)                                           (128,318)            

STOCK                                                                 
ISSUED    636,297    0       636      7,372      (243,318)            
BAL,                                                                  
12/31/96  46,099,592 105,200 47,151   18,163,419 (803,060)  17,407,510
<FN>                                                                  
<F1>                                                                  
The accompanying notes are an integral part of these financial        
statements.                                                           
</FN>                                                                 

WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES                         
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

(To be read in conjunction with Consolidated Financial Statements for the       
year ended December 31, 1996)                                                   

NOTE 1 -  DESCRIPTION AND HISTORY OF THE BUSINESS.                              

The Company was founded in July 1977 and incorporated December 9,               
1980.  In March 1981, the Company acquired G.L. Productions Inc.  The           
acquisition was a production and distribution company for short                 
subjects, docudramas, documentaries and industrial films,  many of              
which were made in conjunction with the U.S. Government.  The Company           
acquired the entire film and television library and related film                
production equipment.  The transaction was facilitated by the exchange          
of two million (2,000,000) shares of the Company's common stock for             
100% of the common stock of the acquisition. The Company has also               
acquired other motion picture and television productions and acquired           
marketing/distribution interest in additional motion picture and                
television productions.  The Company's total library of live action             
motion pictures and videotaped productions consists of 273 projects of          
various lengths and subject matter.                                             

In November 1983 the Company merged with the National Power                     
Corporation, a public corporation.  The National Power Corporation's            
common stock was traded on the over-the-counter market with registered          
broker/dealers throughout the United States making a market in its              
stock.  The merger process resulted in a change in the Company's                
number of shares issued, outstanding, and authorized and a change in            
par value.                                                                      

The Company operates several wholly-owned subsidiaries, five of which           
are currently active, to facilitate the operation of its core business          
and diversified enterprises. The Company has an active Board of                 
Directors which currently consists of seventeen members with staggered          
terms, all of whom are either chairperson or a member of one or more            
of the four board designated committees: executive, finance, audit,             
and personnel.  The Company also maintains four operating committees            
including production and product development, special projects,                 
minorities and standards.                                                       

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.                           

These consolidated financial statements include the accounts of the             
Company and its wholly-owned subsidiaries.  Because the commercial              
potential of individual motion pictures and television programming              
varies dramatically, and does not bear any relationship to their                
production or acquisition 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 method of accounting which requires the             
immediate recognition of the entire loss (through increased                     
amortization) in instances where a motion picture or television                 
program produced is not expected to recover the Company's investment.           
On the other hand, the profit from a successful motion picture or               
television program 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 schedule and the performance          
of individual motion pictures or television programs.                           

A significant portion of the Company's assets was purchased with the            
issuance of shares of its common and preferred stock.  Sixteen million          
one hundred eighteen thousand and sixty one dollars ($16,118,061) of            
the assets is represented by its completed film and television                  
library.  In the absence of a consistent market for the securities              
issued, the value of the films 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            
library have uncertain future revenues that may be expected to grow or          
diminish along with all of the ancillary markets.  In some cases,               
individual films or television productions may be timeless and                  
irreplaceable, in many cases their book value is almost nil having              
been amortized based on revenues received several years ago and the             
inability to estimate a market value or reasonable expected revenue.            

The film and television inventory of the Company is regularly reviewed          
and evaluated 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's future revenues is a difficult and             
uncertain art, even for major film distributors and television                  
syndicators.  The accounting principles in these areas leave unusual            
discretion with the film company executives and often result in                 
"unusual" changes in individual periods. There is no generally                  
accepted standard for valuing motion picture and television inventory,          
film and television projects in process, distribution/syndication               
contracts, participation agreements, and performer and production               
related contracts.  FASB Statement of Financial Accounting Standards            
No. 53, paragraph "Inventory Valuation", states "16. Unamortized                
production and exploitation costs shall be compared with 'net                   
realizable value' for each reporting period on a film-by-film basis;"           
and in the paragraph "Net Realizable Value" it states, "Net Realizable          
Value is the estimated selling price (rental value) in the ordinary             
course of business less estimated cost to complete and exploit in a             
manner consistent with realization of that income".  The accounting             
profession is currently reviewing the problem of "how to fairly report          
film inventory on financial statements".  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 retained the services of an independent               
appraiser who reviewed the Company's film and television library.  The          
net result of this appraisal did not materially affect the Company's            
balance sheet.                                                                  

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 value of the film and television inventory is based on regular              
review and re-evaluation by the Company's management.  Full                     
exploitation of the Company's investment in its film inventory is               
dependent on the acquisition of additional capital.  The Company                
depreciates each film or television program starting with its specific          
exploitation.                                                                   

In years prior to fiscal 1994, the Company did not charge a provision           
for depreciation to expense for equipment because the cost of the               
depreciable assets was considered to be immaterial in relation to the           
financial statements.  In 1994, the Company began to provide for such           
depreciation on a straight line basis with asset lives ranging from             
7-10 years.  Prior accounting periods were not adjusted due to                  
immateriality.                                                                  

The financial statements as of December 31, 1995, and for the year              
then ended have been restated to increase depreciation on assets of             
films which were exploited in 1995.  For the year 1995, depreciation            
expense was increased from $5,786 to $240,707.                                  

NOTE 3 -  TAXES                                                                 

The Company presents its tax returns on an accrual basis.  Certain              
state and local tax filings may differ from the federal returns to              
take advantage of beneficial local tax law.  At December 31, 1996, the          
Company and its subsidiaries have sustained a cumulative operating              
loss and may offset this loss against future taxable income.  The               
Company does not expect to utilize the accelerated depreciation option          
available under the U.S. Tax Code.                                              

NOTE 4 - LEGAL PROCEEDINGS                                                      

As of December 31, 1996, there were no material pending legal                   
proceedings to which the Company was a party or to which any of its             
assets was subject.  However, the Company is currently in negotiations          
for the reimbursement of lost material which consists of eight                  
videotape and 35mm film submaster copies of feature length motion               
picture and television productions, owned by the Company and                    
maintained at a post production film and video facility.  The                   
Company's attorneys are preparing litigation and related processes in           
the event the results of the negotiations are unsatisfactory.  The              
Company is seeking damages in the amount of $397,500 for the loss of            
its "stored material".                                                          

NOTE 5 - SUMMARY OF CORPORATE SECURITIES MATTERS AND                            
STOCK ISSUANCE.                                                                 

Since November 1983, the Company's shares of common stock have traded           
on the over-the-counter market.  The Company is currently a Rule 144            
Regulation D publicly-held corporation.  The Company's NQB (National            
Quotations Bureau) call symbol is WWMP and its Standard & Poor's Cusip          
no. is 981536 10 5.  The Company has advised its stockholders and the           
public it expects to apply for NASDAQ quotation and/or quotations on            
other exchanges.  The Company's common stock is thinly traded at this           
printing.  The Company has previously been quoted on the OTC                    
(Over-The-Counter) Electronic Bulletin Board.  The Company's most recent        
active primary marketmaker went into bankruptcy resulting in the                
Company's temporary removal from quotation.  The Company is also                
currently in the process of filing its Registration Statement on Form           
10SB with the U.S. Securities and Exchange Commission and accordingly,          
the Company files annual, periodic, and current reports required                
pursuant to Section 12(g) of the Exchange Act, and it is anticipated            
that substantial trading will not commence until the Commission has             
reached the "no comment" stage of the filing process.                           

                                                                [Download Table]
The following is the Registrant's common and preferred stock     
authorized and issued and outstanding.                           

Registrant's common and preferred stock authorized and issued and
outstanding.                                                     

                          SHARES COMMON STOCK:                   
                                                                 
PAR                      .001                                    
AUTHORIZED               100,000,000                             
ISSUED AND OUTSTANDING   46,099,592                              

                        SHARES PREFERRED STOCK:                  
                                                                 
PAR                      10.00                                   
AUTHORIZED               100,000                                 
ISSUED AND OUTSTANDING   20,000                                  

PAR                      .01                                     
AUTHORIZED               1,000,000                               
ISSUED AND OUTSTANDING   115,000                                 

                OUTSTANDING CONVERSION RATIO TO COMMON:          
        PAR    # SHARES  CONVRSN   PRICE     $ AMT               
                                   RATIO                         
                                                                 
                                                                 
1)      10.00  20,000    1:1       10.00     20,000              
2)      .01    717       1:20      10.00     14,340              
3)      .01    26,000    1:20      5.00      520,000             
4)      .01    15,000    1:10      5.00      150,000             
5)      .01    51,000    1:2       5.00      102,000             
6)      .01    1,000     1:20      3.00      20,000              
7)      .01    7,500     1:20      .10       150,000             
TOTAL          121,217             CONTINGENT  $976,340          

NOTE 6 - SUMMARY OF SUBSIDIARIES.                                               

The Company operates several wholly-owned subsidiaries.  Certain of             
these subsidiary corporations are used to each produce individual               
motion pictures or television productions.  Currently, three of the             
motion picture production subsidiary corporations are active.  World            
Wide Productions, Inc., for the purpose of producing the motion                 
picture tentatively entitled "Along for the Ride"; World Wide                   
Entertainment, Inc., for the purpose of producing a special television          
production; and World Wide Films Inc., which has just completed the             
production of the feature film SHATTERED ILLUSION starring Morgan               
Fairchild, Bruce Weitz, Richard Lynch and Dan Monahan.  The Company             
operates two diversified subsidiaries; one which is related to the              
Company's core industry, World Wide Film and Television Institute Inc.          
The Institute's business is the development, production, marketing,             
and implementation of educational symposiums, workshops, lectures and           
forums in areas covering the entertainment industry, specifically film          
and television financing, packaging, production,                                
marketing/distribution, and the politicial/networking process that              
accompanies the entertainment business.  Revenue is created primarily           
from the sale of tickets to these events.  Primary symposiums are               
generally held annually and are designed to accommodate 250 to 1000             
people per event.  Workshops are held in between the primary                    
symposiums designed to accommodate a maximum of 15 individuals.  The            
symposium and workshop events are further designed to be duplicated in          
major cities around the country.                                                

The Company has entered into a diversified business of providing                
medical home health care and providing temporary nursing staff to               
hospitals and various other health care institutions through its                
subsidiary World Wide Medical Services Ltd.                                     

NOTE 7 -  SUMMARY OF STOCK OPTIONS, EMPLOYMENT CONTRACTS, ASSOCIATES,           
POTENTIAL DILUTION,  CONTINGENT LIABILITY AND ACCRUED PROFESSIONAL              
FEES.                                                                           

The Company has provisions for the issuance of options to purchase              
shares of its common lettered stock and certain of its preferred stock          
issued has conversion provisions wherein the holder may convert                 
his/her preferred shares to common lettered stock under certain                 
conditions.  There are 105,217 shares of preferred stock outstanding            
that is potentially convertible to shares of common, dependent upon             
the market price of the common stock. The Company has entered into              
agreements to issue its common lettered stock for certain goods and             
services and arrangements beneficial to the ongoing activities of the           
Company.  Further, various employee contracts, non-exclusive                    
associates agreements, and service or purchase contracts contain                
provisions for stock issuance.  The Company expects to continue to              
enter into such agreements subject to all applicable securities law.            
The potential contingent dilution from the issuance of the above stock          
is 9,498,340 shares. The Company had an unpaid contingent salary                
liability to its President and Chief Executive Officer, Paul D.                 
Hancock.  Mr. Hancock has waived this accumulated back salary of                
$3,080,000.  The accrued professional fees of $269,191 have been                
waived by the providers of service and accounted for as contributed             
capital.                                                                        

NOTE 8 - NOTES PAYABLE, LETTER OF CREDIT                                        

The note holder holding the note comprising the long-term debt has              
agreed to waive payment until such time that the Company has                    
sufficient working capital to accomplish its objectives.  The Company           
was issued a standby irrevocable Letter of Credit from the Huntington           
Bank, Cleveland, Ohio, in the amount of fifty thousand ($50,000).  The          
terms of the Huntington Bank Letter of Credit require that, if                  
utilized, the Company will pledge as collateral a portion of its film           
and television library.  If the Letter of Credit is exercised, the              
resultant loan will be secured by a commensurate portion of the                 
Company's film and television library.  The Huntington Bank terms also          
provide that the Company will continue to be able to sell or lease any          
portion of the library as long as it retains sufficient material to             
secure any loans made as a result of the Letter of Credit.  This                
credit arrangement expired in February 1995 and remains available to            
the company under the same above terms and conditions.  The Company             
currently utilizes a fifty thousand dollar ($50,000) line of credit             
with the Wells Fargo Bank of California to accommodate its daily cash           
flow needs and occasionally its credit lines at other financial                 
institutions and with its suppliers.                                            

SIGNATURES            

In accordance with Section 12 of the Securities Exchange Act of 1934,           
as amended, the Registrant caused this Registration Statement to be             
signed on its behalf by the undersigned, thereunto duly authorized.             

WORLD WIDE MOTION PICTURES CORPORATION                                          

By:      Rodney C. Kropf                                                        
Date: December 22, 1997                                                         
Rodney C. Kropf, Chairman of the Board                                

By:      Paul D. Hancock                                                        
Date: December 22, 1997                                                         
Paul D. Hancock, President/C.E.O. & Director                          

By:      A. Robert Sobolik                                                      
Date: December 22, 1997                                                         
A. Robert Sobolik, Treasurer & Director                               

By:      Larry Epstein                                                          
Date: December 22, 1997                                                         
Larry Epstein, Secretary & Director                                   

By:      John D. Foley                                                          
Date: December 22, 1997                                                         
John D. Foley, Director                                               

By:      Joseph Dyson                                                           
Date: December 22, 1997                                                         
Joseph Dyson, Director                                                

By:      Benjamin Whitfield, Jr.                                                
Date: December 22, 1997                                                         
Benjamin Whitfield, Director                                          

By:      Charles Bailey                                                         
Date: December 22, 1997                                                         
Charles Bailey, Director                                              

By:      Philip Langwald                                                        
Date: December 22, 1997                                                         
Philip Langwald, Chairman Emeritus & Director                         

By:      Brendan Cahill                                                         
Date: December 22, 1997                                                         
Brendan Cahill, Director                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10SB12G’ Filing		Date		Other Filings
		2/19/98
Filed on:		2/18/98
		12/22/97
		9/30/97		10QSB,  10QSB/A
		6/30/97		10QSB,  10QSB/A
		12/31/96		10KSB,  10KSB/A
		7/23/96
		12/31/95		10KSB
		11/27/95
		12/31/94
		10/14/94
		8/23/94
		8/19/94
		5/25/93
		5/8/93
		12/14/92
		7/9/92
		6/22/92
				List all Filings