As Of                Filer                Filing    For·On·As Docs:Size

12/22/05  Embark Holdings, Inc.             PREM14C                1:133K

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14C     Preliminary Proxy Information Statement -- Merger   HTML    131K 
                          or Acquisition                                         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

 

Check the appropriate box:
x Preliminary Information Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
¨ Definitive Information Statement

WORLD WIDE MOTION PICTURES CORPORATION
(Name of Registrant as Specified In Its Charter)

 

Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party: World Wide Motion Pictures Corporation
4) Date Filed: December 21, 2005

INFORMATION STATEMENT
OF
WORLD WIDE MOTION PICTURES CORPORATION
Executive Offices
2120 Main St., Suite 180,
Huntington Beach, CA 92648
Telephone (714) 960-7264

We Are Not Asking You For A Proxy And You Are Requested Not To Send Us A Proxy.

This Information Statement is first being furnished on or about December 31, 2005 to the holders of record as of the close of business on October 30, 2005 of the common stock of World Wide Motion Pictures Corporation ("WWMPC").

WWMPC's Board of Directors has unanimously approved, and stockholders owning 18,924,505 shares of the 29,225,152 shares of WWMPC's common stock (the "Common Stock") outstanding as of October 30, 2005, have consented in writing to the action described below. Such approval and consent constitute the approval and consent of 64.75% of the total number of shares of outstanding Common Stock and are sufficient under Section 407 of the Michigan Business Corporation Act and Article VII, Section 6 of WWMPC's Articles of Incorporation to approve the action. Accordingly, the action will not be submitted to the other stockholders of WWMPC for a vote, and this Information Statement is being furnished to stockholders to provide them with certain information concerning the action in accordance with the requirements of the Securities Exchange Act of 1934 and the regulations promulgated thereunder, including Regulation 14C, and the provisions of the Michigan Business Corporation Act.

ACTION BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDERS

GENERAL

WWMPC will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. WWMPC will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of WWMPC's Common Stock.

WWMPC will only deliver one Information Statement to multiple security holders sharing an address unless WWMPC has received contrary instructions from one or more of the security holders. Upon written or oral request, WWMPC will promptly deliver a separate copy of this Information Statement and any future annual reports and information statements to any security holder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements to any security holder or holders sharing an address to which multiple copies are now delivered. You should direct any such requests to the following address:

WORLD WIDE MOTION PICTURES CORPORATION
2120 Main St., Suite 180,
Huntington Beach, CA 92648
Telephone (714) 960-7264
Attn: Larry Epstein, Esq.

INFORMATION ON CONSENTING STOCKHOLDERS

Pursuant to WWMPC's Articles of Incorporation and Section 407 of the Michigan Business Corporation Act, a vote by the holders of at least a majority of WWMPC's outstanding capital stock is required to effect the action described herein. WWMPC's Articles of Incorporation does not authorize cumulative voting. As of the record date, WWMPC had 29,225,152 voting shares of Common Stock outstanding of which 14,612,577 shares are required to pass any stockholder resolutions. The consenting stockholders are the record and beneficial owners of 18,924,505 shares of WWMPC's Common Stock as of October 30, 2005, the Record Date, which represents 64.75% of the outstanding shares of WWMPC's Common Stock. Pursuant to Section 407 of the Michigan Business Corporation Act, the consenting stockholders voted in favor of the actions described herein in a joint written consent, dated October 30, 2005, attached hereto as Exhibit A. No consideration was paid for the consents.

SUMMARY TERM SHEET

The following are the material terms of the Share Exchange Agreement between WWMPC and Buckeye Ventures, Inc. Specific reference is made to the disclosure under "Change in Control" and "Material Terms of  Share Exchange Agreement" below for a more detailed discussion of the Agreement and the events that will occur as a result of the Agreement.

>    On October 14, 2005,  based upon the consent of WWMPC shareholders owning 64.75% of WWMPC outstanding shares of common stock and the approval of WWMPC's Board of Directors, WWMPC entered into a Share Exchange Agreement (the "Agreement") with  Buckeye Ventures, Inc., a Nevada corporation ("Buckeye"), pursuant to which Buckeye shareholders have been issued or will be issued a total of  79,792,001 restricted  shares of WWMPC Common Stock (80% of the outstanding stock) and 796,869 shares of preferred stock (80% of the outstanding preferred stock) in exchange for all Buckeye shares.
>    Buckeye will be in control of WWMPC and will control the Board of Directors of WWMPC.
>    WWMPC will change its name to Buckeye Ventures, Inc. and the present business of WWMPC will be operated as a subsidiary under the name World Wide Motion Pictures Corporation.
>    The business of WWMPC upon the closing shall be that of Buckeye, which was organized by Buckeye's principal Executive Officers, Alan Mintz and Larry Weinstein, for the purpose of acquiring and operating businesses in the Heating Ventilation and Air Conditioning (HVAC) and plumbing service industries.
>    Buckeye has acquired its first residential home services provider, located in Boston, which has approximately $4.7 million in annual revenues, and also has signed letters of intent to acquire companies in San Diego, Tampa and Las Vegas.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

Pursuant to the terms of the Share Exchange Agreement, Paul D. Hancock will have his employment agreement with WWMPC renegotiated, and he will become the Chief Executive Officer and President and be authorized to designate the Board of Directors of World Wide Entertainment, Inc., WWMPC's subsidiary, which shall change its name to World Wide Motion Pictures Corporation, and the present business of WWMPC shall be operated in the newly named subsidiary.

No other person contemplated in this transaction has any direct or indirect material interest in any transaction to which the Company was or is a party during the past two years, or in any proposed transaction to which the Company proposes to be a party:

(a) any Director or Officer of the Company;
(b) any proposed Director or Officer of the Company;
(c) any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the Company's Common Stock; or
(d) any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a Director or Officer of any parent or subsidiary.

PROPOSALS BY SECURITY HOLDERS

None

DISSENTERS' RIGHT OF APPRAISAL

Rights of Dissenting Shareholders

Because the Company is a Michigan corporation, each shareholder of the Company who does not wish to consent to the Share Exchange, may by complying with Sections 761 through 774 (inclusive) of the Michigan Business Corporation Act (the "MBCA"), be entitled to dissenters' rights as described herein. All of the Company's shareholders who desire to pursue their dissenters' rights under the MBCA should follow the procedures to perfect such rights as described below and the applicable statutory provisions attached hereto as Exhibit B.

IN VIEW OF THE COMPLEXITY OF THE PROVISIONS OF THE MBCA RELATING TO DISSENTERS' RIGHTS, ANY SHAREHOLDER WHO IS CONSIDERING EXERCISING DISSENTERS' RIGHTS SHOULD READ THE APPLICABLE PROVISIONS CAREFULLY AND CONSULT HIS OR HER LEGAL ADVISOR.

A shareholder who perfects his or her dissenters' rights, if any, will probably recognize gain or loss in an amount equal to the difference between the "amount realized" and the shareholder's adjusted tax basis in the Company's capital stock.

Under the MBCA, any shareholder may dissent from the Share Exchange and elect to receive payment of the "fair value" of that shareholder's shares, provided that the shareholder complies with the provisions of the MBCA.  Those shares would then be cancelled.

Section 761(d) of the MBCA defines "fair value" with respect to a dissenter's shares as the value of the shares immediately before the effectuation of the Share Exchange, excluding any appreciation or depreciation in anticipation of the Share Exchange, unless exclusion would be inequitable.

The following is not a complete description of the MBCA relating to dissenters' rights. More detailed and complete information regarding dissenters' rights can be found in Sections 761 through 774 (inclusive) of the MBCA, a copy of which is attached hereto as Exhibit B. You should review this summary and Exhibit B carefully if you wish to exercise dissenters' rights, because failure to comply with the required procedures within the specified timeframe will result in loss of your dissenters' rights.

Pursuant to Section 761(d) of the MBCA, if a proposed corporate action creating dissenters' rights (such as the Share Exchange) is taken by written consent of the shareholders, the corporation must notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them a dissenters' notice.  That dissenters' notice must be sent not later than 10 days after the effectuation of the corporate action (the Share Exchange) and must: (i) state where the demand of payment must be sent and where and when certificates, if any, for shares must be deposited, (ii) inform the holders of shares not represented by certificates to what extent the transfer of the shares will be restricted after the demand for payment is received, (iii) supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action (the Share Exchange) and requires that the person asserting dissenters' rights certify whether he or she acquired beneficial ownership of the shares before that date, (iv) set a date by which the corporation must receive the demand for payment, which may not be less than 30 days and no more than 60 days after the date the notice is delivered, and (v) enclose a copy of Sections 761 through 774 (inclusive) of the MBCA. Michigan law does not provide that a shareholder's failure to consent to the proposed Share Exchange will be deemed a waiver of that shareholder's dissenter's rights.

This information statement and the notice attached hereto shall constitute notice to you of the availability of dissenters' rights under Section 762 of the MBCA, a copy of which is attached as Exhibit B to this information statement.

Holders of shares of the Company's capital stock who desire to exercise their dissenters' rights must, on or before February 1, 2006 (31 days after the date of mailing of this notice) deliver to the Company: (1) a written demand for payment to the Company (using the Dissenters' Rights Demand Form attached as Exhibit C) and (2) the certificates for all of the shares of stock set forth in that demand.  The Dissenters' Rights Demand Form and those certificates should be mailed or delivered to World Wide Motion Pictures Corporation, 2120 Main St., Suite 180, Huntington Beach, CA 92648.  Those items will need to be received by the Company on or before February 1, 2006 or the right to dissent with respect to those shares will be lost. As provided by Section 766(c) of the MBCA, the Dissenters' Rights Demand Form requires a dissenting shareholder to certify whether or not those shares were acquired before October 18, 2005, the date of the first announcement to news media or to shareholders of the terms of the proposed Share Exchange.

A person having a beneficial interest in shares of the Company's capital stock that are held of record in the name of another person, such as a broker, fiduciary, depositary or other nominee, must act promptly to cause the record holder to follow the steps summarized herein properly and in a timely manner to perfect dissenters' rights. If the shares are owned of record by a person other than the beneficial owner, including a broker, fiduciary (such as a trustee, guardian or custodian), depositary or other nominee, the demand must be executed by or for the record owner.  If a shareholder holds shares of the Company's stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for dissenters' rights with respect to those shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.

A record holder, such as a broker, fiduciary, depositary or other nominee, who holds shares of the Company's stock as a nominee for others, may exercise dissenters' rights with respect to the shares held for all or less than all beneficial owners of shares as to which that person is the record owner. In that case, the written demand must set forth the number of shares covered by that demand and the names and addresses of each beneficial shareholder on whose behalf the demand is being made.

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Unless a shareholder acquired his or her shares on or after October 18, 2005 (the date of the first announcement to news media or to shareholders of the terms of the proposed Share Exchange), the Company must calculate the fair value of the shares plus interest, and within 7 days of the date the Company receives the demand, pay this amount to the dissenting shareholders who properly exercised dissenters' rights and deposited certificates with the Company. The payment must be accompanied by (i) the Company's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that fiscal year, a statement of changes in shareholders' equity for such fiscal year, and the latest interim financial statements, (ii) a statement of the Company's estimate of the fair value of the shares, (iii) an explanation of how the interest was calculated, and (iv) a statement of dissenters' rights to demand payment. 

The Company has already determined that, in its opinion, the fair value of the Company's common stock to be paid to persons who exercise their dissenters' rights is $0.03 per share.

Within 30 days of the time the Company pays or offers to pay a dissenting shareholder for his or her shares, the dissenting shareholder has the right to challenge the Company's calculation of the fair value of the shares and interest due, and must notify the Company by demand in writing of the amount that the dissenting shareholder believes to represent the true fair market value of and interest due on the shares. If the Company and the dissenting shareholder are unable to settle on an amount, the Company shall commence a proceeding within 60 days after receiving the demand from the dissenting shareholder and petition the court to determine the fair value of the shares and accrued interest. If the Company does not commence the proceeding within the 60-day period, the Company is obligated to pay the dissenting shareholder the amount demanded less any amount already paid to the dissenting shareholder, plus interest. All dissenting shareholders are entitled to judgment for the amount by which the fair value of their shares is found to exceed the amount previously paid, with interest.

SHAREHOLDERS CONSIDERING EXERCISING THEIR DISSENTERS' RIGHTS SHOULD BE AWARE THAT THE FAIR VALUE OF THEIR SHARES AS DETERMINED UNDER SECTIONS 761 THROUGH 774 (INCLUSIVE) OF THE MICHIGAN BUSINESS CORPORATION ACT COULD BE MORE THAN, THE SAME AS OR LESS THAN THE PRICE AT WHICH THEY MAY BE ABLE TO SELL THEIR SHARES IN A PUBLIC OR PRIVATE SALE IF THEY DID NOT EXERCISE THOSE DISSENTERS' RIGHTS. FAILURE TO COMPLY STRICTLY WITH ALL OF THE PROCEDURES SET FORTH IN SECTIONS 761 THROUGH 774 (INCLUSIVE) OF THE MICHIGAN BUSINESS CORPORATION ACT WILL RESULT IN THE LOSS OF A SHAREHOLDER'S STATUTORY DISSENTERS' RIGHTS. CONSEQUENTLY, ANY SHAREHOLDER WISHING TO EXERCISE DISSENTERS' RIGHTS IS URGED TO CONSULT LEGAL COUNSEL BEFORE ATTEMPTING TO EXERCISE SUCH RIGHTS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth, as of October 30, 2005, certain information regarding the ownership of WWMPC's capital stock by each Director and/or Executive Officer of WWMPC, each person who is known to WWMPC to be a beneficial owner of more than 5% of any class of WWMPC's voting stock, and by all Officers and Directors of WWMPC as a group. Unless otherwise indicated below, to WWMPC's knowledge, all persons listed above have sole voting and investing power with respect to their shares of capital stock, except to the extent authority is shared by spouses under applicable community property laws.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of WWMPC Common Stock subject to options, warrants or convertible securities exercisable or convertible within 60 days of October 30, 2005 are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person, and is based on 29,225,152 shares of the Common Stock outstanding on a fully diluted basis, as of October 30, 2005.

CHANGE IN CONTROL

On October 14, 2005, WWMPC entered into a Share Exchange Agreement (the "Agreement") with Buckeye Ventures, Inc., a Nevada corporation ("Buckeye") which action was taken by the unanimous approval of the Board of Directors and based upon the consent of the holders of a majority of the Company's Common Stock. Pursuant to the Agreement, the Company will issue upon closing a total of 79,792,001 restricted shares of the Company's Common Stock and 796,869 shares of preferred stock , representing 80.0% of the Company's outstanding common stock and preferred stock on such date, to Buckeye's shareholders in exchange for all outstanding shares of Buckeye. As a result of the Agreement, the shareholders of Buckeye will become the holders of the majority of the outstanding shares of common stock and preferred stock of the Company and will be in control of the Company. At the closing of the Agreement, the majority of the Company's Board of Directors consisting of Charles Bailey, A. Robert Sobolik, Larry Epstein, John R. Woodward, George T. Lindsey, James J. Aitken, John D. Foley, Robert E. Capps, Jr., Lewis O'Neil, Benjamin Whitfield Jr., Brendan Cahill, Alex Trebek, Shirley M. Curtis, Robert Lisnow, Fred Baron, Charles Newirth, Linda Fausey will have resigned, except Paul D. Hancock and Larry Epstein who will remain on the Board of Directors.

At that time Alan Mintz, Larry Weinstein, Alfred Roach and Adam Taylor will be elected as new Officers and Directors and shall together with Paul Hancock and Larry Epstein constitute the entire Board of Directors. Upon the closing of the Agreement, the Company will change its name to Buckeye Ventures, Inc. and the present business of the Company will be operated as a subsidiary under the name World Wide Motion Pictures Corporation. Commensurate with this action, the resigning Board members will be reinstated as members of the Board of Directors of the subsidiary. Because of the execution of the Agreement and the change in the composition of our Board of Directors there will be a change in control of our company on the date the transactions are completed.

As of October 30, 2005, we had outstanding 29,225,152 shares of Common Stock, our only class of voting securities that would be entitled to vote for Directors at a stockholders meeting if one were to be held. Each share of Common Stock is entitled to one vote. As a condition to the Agreement, the consent of a majority of shareholders holding at least 14,612,577 shares or greater than 50% of the Common Stock of the Company would be required to approve the Agreement pursuant to Michigan law. Shareholders holding 18,924,505 shares or 64.75% of the outstanding shares have executed consents.

Pursuant to the terms of the Agreement, the Company has agreed at the closing, which shall be at least ten (10) days after the filing of this Information Statement, to elect Alan Mintz, Larry Weinstein, Alfred Roach and Adam Taylor to the Company's Board of Directors, and to accept the resignations of Charles Bailey, A. Robert Sobolik, John R. Woodward, John R. Woodward, George T. Lindsey, James J.Aitken, John D. Foley, Robert E. Capps, Jr., Lewis O'Neil, Benjamin Whitfield Jr., Brendan Cahill, Alex Trebek, Shirley M. Curtis, Robert Lisnow, Fred Baron, Charles Newirth, Linda Fausey as Officers and Directors. These changes to the Board of Directors and Officers of the Company will not take effect until at least ten (10) days after this Information Statement has been filed with the Securities and Exchange Commission and mailed or delivered to all Company shareholders and the corresponding Schedule 14f-1 is mailed to shareholders in compliance with Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 thereunder.

PAST CONTACTS, NEGOTIATIONS AND AGREEMENTS

In May 2004, Buckeye's principals, Alan Mintz and Larry Weinstein developed their business plan to acquire Heating Ventilation and Air Conditioning (HVAC) and plumbing residential service companies which would be consolidated into a national provider of such services. WWMPC's president, CEO and a Director, Paul D. Hancock, and Alan Mintz, Buckeye's president, CEO and Chairman, have known each other professionally since 1990. They met in connection with the business of WWMPC and various individual feature film projects. In June 2004, Messrs. Hancock and Mintz first discussed the business plan of Mr. Mintz related to the consolidation of HVAC and plumbing service companies into a national company with brand name recognition. Mr. Hancock learned from Mr. Mintz of his more than 35 years working in many areas of the HVAC industry, serving as an HVAC contractor, as a mergers and acquisitions consultant to the HVAC industry, later serving as Western Regional Vice President for ARS, one of the nation's first HVAC consolidators and serving as senior vice president for Blue Dot Services, a subsidiary of Northwestern Public Services where he was responsible for the acquisition for Blue Dot of over 100 HVAC/plumbing service companies representing more than $500 million in annual revenue.

During the six month period from June 2004 through December 2004, Messrs. Hancock and Mintz met regularly at the offices of WWMPC in Huntington Beach, CA and at Mr. Mintz's office in Newport Beach, CA, discussing the possibility of merging the HVAC/plumbing consolidator business of Mr. Mintz with WWMPC and continuing to operate WWMPC's long-established entertainment business in conjunction with the divirsified enterprise. These discussions addressed the possible advantages to WWMPC shareholders of being divirsified as part of a consistently growing HVAC/plumbing consolidator business with a potentially significant revenue stream derived from the consolidation of several regional HVAC/plumbing businesses as compared to the fluctuating revenues generated by WWMPC's present entertainment business. On August 10, 2004, WWMPC issued a press release announcing that its Board of Directors approved an aggressive plan of accelerated negotiations for several possible merger and acquisition candidates and accordingly disclosed the progress in the company's 10QSB and 10KSB filings. Subsequently WWMPC explored and entered into negotiations with certain candidates in contemplation of a merger or acquisition with one of the many suitors that approached the company in that regard. In September 2004, WWMPC signed a Memorandum of Understanding with one of the candidates other than Buckeye. That candidate failed to provide satisfactory information in response to the company's due diligence inquiries; consequently, that memorandum was allowed to expire in December 2004. WWMPC and Mr. Mintz negotiated a non-binding Letter of Understanding which was signed on January 13, 2005, and then followed by due diligence by the parties. During the due diligence process, Mr. Mintz began negotiations with several HVAC/plumbing service companies.

In June 2005, Mr. Mintz and Mr. Larry Weinstein, Buckeye's Secretary and a Director, formed Buckeye Ventures, Inc., a Nevada corporation, to serve as the entity through which the consolidation of the HVAC/plumbing service companies would occur. From June 2005 through September 17, 2005 the principals of WWMPC and Buckeye met at the offices of WWMPC and Buckeye. On September 17, 2005, the Board of Directors of WWMPC met and all of the Directors present at the meeting voted unanimously in favor of the proposal related to the transaction between WWMPC and Buckeye. On October 14, 2004, WWMPC and Buckeye signed a Share Exchange Agreement, as more fully discussed in "Material Terms of Share Exchange Agreement" in Action I below.

 

SELECTED FINANCIAL DATA

WORLD WIDE MOTION PICTURES CORPORATION & SUBSIDIARIES

	Year Ended December 31
	2004	2003	2002	2001	2000
Operating Revenues	$42,254	$16,000	$24,804	$201,255	$91,978
Income (loss) from continuing operations	(73,173)	(6,356,858)**	(37,382)	62,403	(228,171)*
Income (loss) from continuing operations per common share	(0.00)	(0.51)	(0.00)	0.01***	(0.02)***
Cash dividends declared per common share	$ -	$ -	$ -	$ -	$ -
	As Of December 31
	2004	2003	2002	2001	2000
Total Assets	$4,398,365	$4,365,385	$10,715,202	$9,910,773	$10,880,047
Long-term Obligations and redeemable preferred stock	$ -	$ -	$ -	$ -	$ -

Notes:

      * includes inventory write-down

    ** includes substantial inventory write-down

  *** as adjusted for 1 for 5 reverse stock split in 2001

**** World Wide Motion Pictures Corporation herein incorporates by reference its SEC EDGAR Filings 10KSB 12/31/04and 10QSB 9/30/05

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PRO FORMA INFORMATION

WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
Pro Forma Information
(Unaudited)
	World Wide Motion Pictures Corporation and Subsidiaries (Historical)	Buckeye Ventures, Inc. and Subsidiary (A) (Historical)	Pro Forma Adjustments	Pro Forma Combined World Wide Motion Pictures Corporation and Subsidiaries
	Nine Months Ended September 30, 2005
Operating Revenues	$ 24,459	$ 790,367	$ -	$ 814,826
Income (loss) from continuing operations	$ (60,378)	$ 868	$ -	$ (59,510)
Income (loss) from continuing operations per common share	$ (0.00)	$ 0.00	$ (0.00)	$ (0.00)
Cash dividends per common share	$ -	$ -	$ -	$ -
	As Of September 30,2005
Total Assets	$ 4,352,419	$ 878,682	$ -	$ 5,231,101 (B)
Long-term Obligations and Redeemable Preferred Stock	$ -	$ -	$ -	$ -
Book value per share	$0.18	$0.00	$(0.14)	$0.04

Notes:
(A) Buckeye Ventures, Inc. ("Buckeye") was incorporated on June 24, 2005.
    On August 1, 2005, Buckeye acquired a subsidiary Heating & Air
    Conditioning Services, Inc. ("HAC") for $200,000 cash.
    The historical income from continuing operations of Buckeye includes
    HAC's operations from the date of its acquisition on August 1, 2005.

(B) Excludes any goodwill which may be recorded using "reverse purchase"
     accounting for World Wide Motion Pictures Corporation's acquisition of Buckeye.

NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDERS

The following action was taken based upon the unanimous recommendation of WWMPC's Board of Directors (the "Board") and the written consent of the consenting stockholders as set forth in Exhibit A:

ACTION I
RATIFICATION OF SHARE EXCHANGE AGREEMENT

MATERIAL TERMS OF THE SHARE EXCHANGE AGREEMENT

The Board has unanimously adopted and the consenting stockholders have approved a resolution, attached as Exhibit A hereto, with respect to the Share Exchange Agreement dated October 14, 2005 between WWMPC and Buckeye Ventures, Inc. and the shareholders of Buckeye, whereby the shareholders of Buckeye would receive at least 80% of the outstanding common Stock of WWMPC in exchange for all of the shares of Buckeye's capital stock. As a result of the transactions undertaken pursuant to the Share Exchange Agreement, the current shareholders of Buckeye would gain control of WWMPC and Buckeye would become a wholly-owned subsidiary of WWMPC. Upon the closing of the Share Exchange Agreement, the present business of WWMPC and that of its subsidiaries will be operated in WWMPC's subsidiary, World Wide Entertainment, Inc., which shall change its name to World Wide Motion Pictures Corporation and WWMPC shall change its name to Buckeye Ventures, Inc. Information regarding the change in the constitution of the WWMPC Board of Directors is set forth under "Changes In Control" above.

Upon the closing of the Share Exchange Agreement, the principal business of WWMPC shall be that of Buckeye. Buckeye was formed by Alan Mintz and Larry Weinstein for the purpose of acquiring and operating businesses in the HVAC and plumbing industry. Buckeye's objective is to create a national brand for the consumer in their industry. Buckeye plans to acquire, integrate and grow these residential service companies using established systems and procedures to be carried out by an experienced management team. Buckeye believes that these low risk, high margin businesses will benefit from best practices and synergies of multiple locations and realize significant appreciation in a relatively short period of time.

Buckeye acquired its first residential service location in Boston, which has approximately $4.7 million in annual revenues, and also has signed letters of intent to acquire companies in San Diego, Tampa and Las Vegas. Negotiations are underway to acquire additional businesses in Phoenix, Tucson, Sacramento and San Francisco with combined annual revenues in excess of $35 million. Buckeye has assembled a management team that includes experienced executives and operators in this industry, with years of combined experience on the  management and operations side of large multi-location companies. The market for these residential HVAC and plumbing service businesses, while currently a very fragmented industry, is estimated to be a $50 billion dollar industry. The Company's plan is to seek to become a significant factor in the industry by providing many small and mid-sized local and regional operators with the opportunity to become part of a growing national conglomerate that is a public reporting company. Buckeye's management team has the expertise to consolidate its planned and future acquisitions and develop effective and cost efficient ways of working within this industry. Buckeye has devoted more that a year and a half developing the underlying model including the addition of key executives, securing early acquisitions and building strong industry relationships that puts Buckeye in a position for profitable growth.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary of certain material federal income tax consequences of the Share Exchange Agreement does not purport to be a complete discussion of all of the possible federal income tax consequences and is included for general information only. Further, it does not address any state, local, foreign or other income tax consequences, nor does it address the tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, non-resident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the United States federal income tax laws as of the date of this Information Statement. Such laws are subject to change retroactively as well as prospectively. This summary also assumes that the shares of Common Stock are held as "capital assets," as defined in the Internal Revenue Code of 1986, as amended. The tax treatment of a stockholder may vary depending on the facts and circumstances of such stockholder.

EACH STOCKHOLDER IS URGED TO CONSULT WITH SUCH STOCKHOLDER'S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE SHARE EXCHANGE AGREEMENT.

No gain or loss should be recognized by a stockholder as a result of the Share Exchange Agreement; provided, however, any whole shares received in lieu of fractional shares may result in a taxable gain or loss. The aggregate tax basis of the shares received in the Share Exchange Agreement will be the same as the stockholder's aggregate tax basis in the shares exchanged. The stockholder's holding period for the shares received in the Share Exchange Agreement will include the period during which the stockholder held the shares surrendered as a result of the exchange. WWMPC's views regarding the tax consequences of the exchange are not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service or the courts would accept the positions expressed above. The state and local tax consequences of the exchange may vary significantly as to each stockholder, depending on the state in which such stockholder resides.

EXHIBIT A

JOINT WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
AND
MAJORITY STOCKHOLDERS
OF
WORLD WIDE MOTION PICTURES CORPORATION
a Michigan Corporation

R E S O L U T I O N 3

WORLD WIDE MOTION PICTURES CORPORATION

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BOARD OF DIRECTORS MEETING

and/or

(Action of Board or Committee by consent)

DATE:           September 17, 2005

TITLE:           "RESOLUTION ESTABLISHING THE SHARE EXCHANGE EVALUATION COMMITTEE AND AUTHORIZING THE PROPOSED SHARE EXCHANGE"

RESOLVED, that the Board of Directors establish an ad hoc committee of the Board (the "Share Exchange Evaluation Committee") to negotiate with Buckeye Ventures, Inc. and Allan Mintz and Larry Weinstein regarding the terms of a Share Exchange between Buckeye Ventures, Inc. ("Buckeye"), the shareholders of Buckeye and the Company whereby the shareholders of Buckeye would receive at least 80% of the Company's outstanding capital stock in exchange for all the shares of Buckeye's capital stock.  The Share Exchange Evaluation Committee will serve until the closing or termination of the proposed transaction with Buckeye and its shareholders and will have such powers and authority as delegated to it by the Board.  The Share Exchange Evaluation Committee will receive and review all due diligence materials provided by Buckeye regarding its current and proposed operations and financial condition so that the members of that Committee can evaluate the merits of the proposed transaction with Buckeye.

FURTHER RESOLVED, the following initial persons are appointed to the Share Exchange Evaluation Committee and other persons as determined by the Executive Committee:

                 Paul D. Hancock          A. Robert Sobolik

                       Charles C. Bailey         Larry Epstein, Esq.

                       James J. Aitken            Benjamin Whitfield, Jr., Esq.             

                       Robert Lisnow, Esq.

FURTHER RESOLVED, subject to the approval of the Share Exchange Evaluation Committee, the President is authorized to sign the Share Exchange Agreement between the Company, Buckeye, and the Buckeye Shareholders (the "Buckeye Share Exchange Agreement") in the form provided to the Board together with such further changes as approved by the Share Exchange Evaluation Committee.  The Buckeye Share Exchange Agreement will provide for the Exchange to be approved by a majority of the Company's shareholders before the Exchange becomes effective.