U.S. SECURITIES AND EXCHANGE COMMISSION
	Washington D.C. 20549

	FORM 10-KSB/A

	(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	    SECURITIES EXCHANGE ACT OF 1934

	    For the fiscal year ended December 31, 2003
	OR

	( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934

	         Commission File No. 0-27454
	             -------------------
	   WORLD WIDE MOTION PICTURES CORPORATION
	(Name of small business issuer in its charter)

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


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

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

	Indicate by check mark whether the registrant (1) filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes [x]  No [ ]

	Indicate the number of shares outstanding of each of the
Issuer's classes of common stock as of the latest practical date:
13,034,752 shares of Common Stock (par value $.001 per share)
outstanding on December 31, 2003.

Part I

Item 1.	Description of Business.

BUSINESS DEVELOPMENT

INCEPTION THROUGH DECEMBER 2003

World Wide Motion Pictures (a sole proprietorship)(the "Predecessor") was
founded in July of 1977, with the guidance and consultation of well-known
producer and director Otto Preminger, under the name of World Wide Motion
Pictures and later incorporated under the laws of the state of Michigan on
December 9, 1980 under the name of World Wide Motion Pictures Corporation (the
"Predecessor") and has filed "annual reports" with the state of Michigan
securities bureau as required by Michigan law.  The Predecessor was formed for
the purpose of financing, developing, producing, purchasing and distributing
filmed and taped motion picture and television product for consumption by the
general public.  In March of 1981 the Predecessor acquired G.L. Productions,
Inc. and all of its facilities, a Washington, D.C. company.  In November of
1983, the Predecessor, through a reorganization agreement, merged with the
National Power Corporation (the "Company")(formerly Juggernaut Energy
Corporation), a Utah public corporation.  National Power Corporation's common
stock was traded on the over-the-counter market with registered broker-dealer
firms making a market nationally.  Contemporaneously with the merger, the name
of the Company was changed to WWMP Inc. and subsequently changed to World Wide
Motion Pictures Corporation.  At the time of this filing, the Company has
shareholders in all 50 states and several foreign countries including England,
Japan, Singapore, Australia, Germany, Israel, and Canada including several
broker-dealer firms holding the Company's common securities.

The Predecessor formerly was, and currently the Company is, organized to
finance, develop, produce, purchase and market/distribute a wide variety of
motion picture and television projects including feature films, short subjects,
docudramas, documentaries, industrial films, and television productions using a
formula of high technology, moderate budget, cost control, and continual flow
of product.  The Company is engaged in and pursuing diversified business
enterprises with profit potential as authorized by its charter and bylaws such
as new and emerging media technologies and educational seminars.

The Company has an active 17-member Board of Directors; Board designated
committees including Executive, Audit, Finance, and Personnel; staff operating
committees including Production and Product Development, Ethical Standards, and
Experimental projects; elected officers, and an Advisory Board of Directors.
Certain other individuals who provide technical, theatrical, marketing,
business, and production services to the Company on a specific ongoing basis
have entered into contracts with the Company.

The following transactions represent certain events that have transpired
throughout the history of the Company's business that resulted in major
developments within the Company's current corporate strategic plan and the
specific developments regarding the company's business in the last three years.

  CORPORATE ACQUISITION BY THE PREDECESSOR

In March of 1981, the Predecessor acquired G.L. Productions Inc., a Washington,
D.C. company ("GLP") and all of its assets.  GLP was a production and
distribution company producing and distributing short subject, docudrama,
documentary and industrial motion pictures.  Certain of GLP's productions were
produced and distributed in conjunction with the United States Government
Central Intelligence Agency.  The Predecessor acquired GLP by the exchange of
12,469 then authorized and previously unissued shares of the Predecessor which,
upon merger with the Company, became 2,012,814 shares of common stock of the
Company.  These shares were issued to GLP's president and sole owner, George T.
Lindsey, for 1000 shares of GLP unregistered common stock representing 100% of
GLP's outstanding common stock. Mr. Lindsey is currently a Vice President for
the Company and is entitled to a contractual sales commission.

Juggernaut Energy Corporation had prepared an offering circular for the
issuance of an initial public offering of up to 500,000 shares of its common
stock for the purpose of acquiring a maximum of $100,000 or minimum of $50,000
in working capital. The offering was underwritten by First Equities Corp. of
Salt Lake City, Utah, the effective date of which was April 18, 1980.  The
stock offering price was $.20 per share and the offering was closed upon the
acquisition of the minimum amount of expected proceeds.  Combined with the
original incorporator's stock, immediately following the close of the public
offering, the Company's outstanding shares of common stock totaled 1,350,000
(150,000 initially issued to Officers, Directors and Founder of the
corporation; 500,000 from offering; 150,000 at par value $0.01 as partial
consideration for the assignment of interest in oil exploration; 550,000 for
$5,500.00 cash).  On October 17, 1981, Juggernaut Energy Corporation amended
its Articles of Incorporation to effect a name change to National Power
Corporation, increase the authorized common stock to 50,000,000 shares, and
decrease the par value from $.01 to $.0025 per share.

On October 14, 1983, National Power Corporation executed a letter of intent
with the Predecessor, the material provisions of which provided that the
Predecessor would exchange 145,578 of its unregistered common shares for
23,500,000 of the issued and outstanding capital stock of National Power
Corporation.  On February 10, 1984, pursuant to a special meeting of
shareholders of the National Power Corporation, a majority of the National
Power Corporation's issued and outstanding shares adopted resolutions relating
to the consummation of an Agreement and Plan of Reorganization as between the
Predecessor, namely World Wide Motion Pictures Corporation and the National
Power Corporation. In connection with the foregoing, the Predecessor issued to
the National Power Corporation 145,578 shares of its unregistered common stock
and in consideration therefore, the Predecessor acquired, in a tax-free stock
for stock transaction (calculated to comply with Internal Revenue Codes),
approximately 94% of the issued and outstanding shares of the National Power
Corporation. Further, the merger process resulted in a change in the Company's
number of shares issued, outstanding and authorized and a change in par value.
Also, as a result of the foregoing transaction, a change in control of the
Company took place and a new board of directors was elected.  The National
Power Corporation also amended its Articles of Incorporation to effect a name
change to World Wide Motion Pictures Corporation, the Company.

  SECURITIES OFFERINGS OF THE PREDECESSOR AND COMPANY

In June of 1982, the Predecessor's securities counsel, Dykema, Gossett,
Spencer, Goodnow & Trigg, under the direction of the Predecessor's management,
prepared an unregistered private placement limited partnership offering
circular for the production of one full length feature motion picture.  Net
proceeds to the company would have been $1,000,000 (50 units at $20,000 per
unit).

The offering was prepared as a self-underwriting financing proposed by the
Predecessor to be formed in compliance with the Uniform Limited Partnership Act
of the State of Michigan.  The offering was abandoned prior to any sales of
units as a result of a change in strategic planning by the Predecessor's
management.  Essentially, management concluded that expending all of its
production resources in the preparation of one motion picture was unduly
speculative and that participation in a broad range of film and television
partnership packages would thereby assure a greater degree of opportunity for
success.

In March of 1986, the Company's securities counsel, Berry, Moorman, King, Cook
and Hudson, under the direction of the Company's management, prepared a
registered private placement limited partnership offering circular for the
production of four full length feature motion pictures. Net proceeds to the
Company would have been $200,000 minimum or $4,960,000 maximum (40 units at
$5,000 per unit minimum/992 units at $5,000 per unit maximum). The offering was
to be underwritten by R.B. Marich Inc., a registered broker/dealer firm in
Denver, Colorado, and W.R. Lazard & Co., a registered broker/dealer firm in New
York, New York.  The offering was withdrawn as a result of impending changes
that occurred in the United States tax laws at that time. All proceeds that
were committed to the offering were returned.

The Company has not effected a public offering of its common stock since the
initial public offering of the National Power Corporation in 1980.

  FILM LIBRARY ACQUISITIONS

The Company acquires various completed motion pictures and television
productions, some of which are totally or partially purchased in exchange for
common stock, preferred stock, and a revenue participation of the Company.  A
significant acquisition occurred in November of 1991, at which time the Company
entered into an agreement with an un-related non-affiliated entity, Presidio
Productions, a California corporation ("Presidio"), whereby the Company
acquired all right, title and interest in 136 motion picture and television
productions ("Product") in exchange for a total consideration aggregating
2,000,000 fully paid, non-assessable, unregistered Rule 144 shares of common
stock of the Company and 25,000 fully paid, non-assessable, unregistered shares
of preferred stock of the Company.  Further terms and conditions of the
Company/Presidio transaction were as follows:

a.) The Company agreed to cause all of the common shares being issued to
Presidio thereunder to be issued immediately following the "closing" of the
Company/Presidio transaction; and,

b.) The Company issued the remaining preferred shares upon the delivery of all
physical elements of the product including 35mm gauge negative film footage,
35mm gauge answer print film footage, 1-inch videotape masters, 3/4" videotape
submasters, and 1/2" videotape archival cassettes.

The value of the film library was determined by arms-length negotiations
between the buyer and the seller which included review of production and
replacement costs, previous marketing experience and marketing potential.
Accordingly, the Company, pursuant to GAAP, reported the transaction in the
financial statements at $12,750,000 under unclassified assets. On December 14,
1992, the Company/Presidio transaction was considered closed, with all parties
thereto having executed the agreement and Product delivered to the Company.
Under the terms of that same agreement all Product had been delivered by
Presidio to the Company in good condition and represented to be free of any and
all liens or encumbrances along with a bill of sale regarding the same.  To
date, a limited amount of revenue has been received from the leasing of films
and television productions in the library.

  FORMATION OF OPERATING SUBSIDIARIES OF THE COMPANY

In July, 1993, the Company formed two fully operational, wholly owned
subsidiaries, World Wide Film & Television Institute and WWMPC Environmental
Services Corporation.  The Institute's primary business is the development,
production, marketing, and implementation of educational symposiums, workshops,
lectures, and forums, on a national basis in areas covering the entertainment
industry specifically film and television, financing, packaging, production,
marketing/distribution, and the political/networking process that accompanies
these areas of expertise.  Main events (primarily symposiums and seminars with
more than one hundred participants) are periodically scheduled along with
workshops, lectures and forums.  The Company's first entry into a completely
diversified field was the formation of WWMPC Environmental Services
Corporation.  This company's primary business was the marketing and
distribution of environmental services (including detection and remediation of
indoor air quality for residential and commercial dwellings and
products)(including indoor air quality testing kits for residential and
commercial dwellings); the orchestration, production, marketing, and
implementation of information seminars and infomercials designed specifically
for contractors and other professionals in the energy business desirous of
augmenting their existing activity by entering the environmental services
field.  Special staff with expertise in this area was retained by the Company's
management to ensure optimum productivity and growth potential. The Company
discontinued the operation of this business in December 1994.

Subsidiary corporations are formed periodically for the purpose of developing,
producing, or distributing one or more motion picture or television productions
owned and/or controlled by the company.  The subsidiary corporations, when
active, individually operate as a separate business with separately defined
boards of directors, executive and operating officers, investors, liabilities,
production or co-production teams and revenue sharing arrangements.

Currently, in addition to World Wide Film and Television Institute Inc., the
company has two active "production" corporation subsidiaries; World Wide
Productions Inc., which was recently used for the production of the feature
length motion picture entitled "Shattered Illusions" featuring Morgan
Fairchild, Bruce Weitz, Richard Lynch, and Dan Monahan; World Wide Productions
Inc. for the production of an upcoming specialty television production entitled
"The Classics", and the feature length motion picture tentatively entitled
"Along for the Ride"; and World Wide Entertainment Inc. with several feature
film and television productions in development and/or distribution including
the award-winning Australian feature film entitled "Amy", starring Rachel
Griffiths and the award-winning historical feature film entitled "Ninth
Street", starring Martin Sheen and Isaac Hayes.


BUSINESS OF COMPANY

  PRINCIPAL PRODUCTS AND SERVICES OF THE COMPANY

The principal business of the Company is the development, financing,
production, purchasing and marketing/distribution of feature films/video
productions and various other forms of filmed and/or televised entertainment.
In addition, the Company and its Associates produce/co-produce documentaries,
docudramas, industrial films, and specialty television productions for
consumption by the general public.  Feature films and short subject projects
completed and/or marketed by the Company are generally rented or sold to
national and international theater chains, independent television stations and
television networks.  Revenue can be generated from a variety of sources.  The
three basic sources are:  (1) theatrical exhibition pursuant to agreements
which generally provide for payment by the exhibitors of a percentage of box
office receipts with or without a guarantee of a fixed minimum, (2) licensing
to television networks, regional broadcasters and syndicated arrangements
pursuant to agreements which provide for a fixed license fee payable in
periodic installments; and (3) wholesale of film/video product to national and
regional home video outlets encompassing both foreign and domestic markets
pursuant to a fixed retail rental formula.  Substantial additional profits may
also accrue from ancillary exploitation of media product including satellite
broadcast, merchandising, literary rights and related paraphernalia.

The Company produces/co-produces and markets its film and television product as
individual motion pictures and television productions which are customarily
organized and accounted for as separate businesses with their own management,
employees, equipment and budgets. Currently, the Company is using wholly owned
subsidiary corporations it has formed for motion picture and television
production.  The controlling production entity or co-production entity (in
certain cases, the Company) has primary overall responsibility for all aspects
of a project, from pre-production, principal photography and post production
through marketing and distribution.  The individual producer(s) for each film
or television project is responsible for general management and administrative
coordination of the film or video as well as participation in the planning,
principal casting, technical and creative responsibilities to be performed in
conjunction with the director of the production.  The production of a full
length motion picture or feature television project involves a number of
related activities which, in general, can take six months to more than a year
to fully complete.

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

The Company's various production, development, marketing, and finance
committees continuously review and, in specific cases consult on or package
feature film and television projects for financing, production, and
distribution.  Management of the Company has, since the Company's inception,
encouraged "open" screenplay and teleplay submission in addition to the
submission of completed project acquisition possibilities in all genre of
filmed and video taped entertainment in order to insure the best possible
opportunity for selection of quality and marketable product for the Company to
be involved.

The Company currently owns and maintains a completed screenplay and teleplay
literary library encompassing 59 WGA (Writer's Guild of America) registered
properties and several hundred unregistered from which it periodically reviews
and occasionally selects the most imaginative and promising ones for either
development, production, or marketing.  Certain screenplays and teleplays
currently owned or optioned by the Company have been developed and packaged for
production throughout the history of the Company.

Additionally, the Company currently owns and maintains a completed film and
television library encompassing 301 titles of feature length motion pictures,
documentaries, docudramas, and television projects.  For internal control
purposes, the Company's Board of Directors directed management to retain an
independent appraiser in order to further establish verification of the value
of its completed product library as currently determined by staff and
management.  The Company also owns certain film equipment, a sound effects
library, a still slide library, novels and options on treatments and holds a
beneficial interest in certain ongoing contracts.  Options on literary
treatments otherwise defined as developing storylines and creative ideas are
occasionally secured by the Company and company's like the Company for the
purpose of developing the storyline or creative idea into a fully developed
screenplay or teleplay at some unknown time in the future.  The Company may or
may not contribute expertise to a film or television project such as script
polishing, script rewriting, packaging, financing, scheduling, budgeting, and
line production. The Company's "beneficial interest" (percentage of future
revenue, if any) in certain ongoing contracts includes certain of the
above-referred to options or options on already fully prepared screenplays or
teleplays which may or may not be produced into a film or television production
at some unknown time in the future. The full development of the contracts is
dependent on the acquisition of additional capital by the Company.

Distribution of product by the Company initially can be and currently is
generally channeled through the Company's distribution/marketing network of
associated companies, the Company's Producer's Representatives, television
syndicators and all other established customary channels used by independent
producers and production companies.  The Company's distribution/marketing
network of associated companies is comprised of a wide variety of domestic and
foreign film distributors and television syndicators, all of which have
extensive backgrounds of experience and knowledge in specific areas of
marketing and distribution of film and television product including domestic
film distribution, foreign film distribution, domestic television syndication,
foreign television syndication, domestic home video distribution, foreign home
video distribution, domestic and international cable, pay-per-view and
satellite broadcast and domestic and international ancillary venues.  The
Company's Producer's Representatives, in some cases, act as a liaison between
the Company and the above referred distribution network relative to specific
contractual points of discussion for a particular transaction the Company may
be contemplating for the exploitation of one of its product.

The principals of the Company have a proven record of professional experience
demonstrating their training and knowledge in high quality, cost controlled,
moderately budgeted film/video productions and innovative marketing and
distribution skills.  Certain of these backgrounds include production and
marketing experience at both large studios and small independent companies.
The combined number of motion pictures and television productions the
production and marketing personnel of the company have been instrumentally
involved with, encompass over 200 productions. The production and marketing
team is skilled and/or expert in the use of the latest technological filming
and video taping techniques, state-of-the-art equipment, and administrative
control, ie, experienced budget scheduling and production/distribution cost
supervision and marketing and exhibition capabilities.  Certain of the
technological expertise and/or equipment that is used by the Company's
professional personnel include theatrical  "Platform Releasing" (e.g., THE
RIVER RUNS THROUGH IT (in current video release), Tri Star Pictures, in excess
of $30 million in gross revenue worldwide; PULP FICTION (in current video
release), Miramax, in excess of $100 million in gross revenue worldwide; THE
POSTMAN (in current video release), Miramax, in excess of $15 million in gross
revenue worldwide), "Regional Break Releasing", "Test Market Releasing";
Panavision, Kodak, Arroflex, and Nikkagami camera equipment in 16, Super 16 and
35mm gauge format; Avid, Protools, and Media 100 post production and editorial
equipment for film and video; Keylight lighting equipment; and DHX, DAK and
Nagomi sound equipment.

The principals of the Company have developed, produced, distributed and
consulted on a wide variety of feature films, documentaries, docudramas, short
subjects, television productions and industrial motion pictures.  They and/or
their productions have earned a wide variety of many national and international
film/television production awards including, as an example: academy awards and
academy award nominations (Jack Foley/feature films PULP FICTION and GOSFORD
PARK), Emmy nominations, Drummer awards (former executive vice president and
current advisor Henry Barth/wide variety of industrial and training films),
gold/silver and bronze medals from various international film festivals (George
Lindsey/New York and Chicago Film Festivals for docudramas and documentaries),
Academy awards and academy award nominations (Charles Newirth/feature film
FORREST GUMP and CITY OF ANGELS) and Academy award nominations (Fred
Baron/feature film ROBOCOP and MOULIN ROUGE)(John R. Woodward/feature film THE
SHAWSHANK REDEMPTION).

The Company and its principals have entered into various ongoing agreements and
arrangements relative to the consultancy, production, financing and
distribution of motion picture or television projects.  Many of the agreements
and arrangements contain provisions which could result in revenue to the
Company. Although a significant part of the Company's historical operations has
been devoted to developing and consummating these agreements and arrangements
with a wide variety of companies and individuals within the entertainment
industry, the potential revenue resulting from such agreements and arrangements
has not been shown as receivables or assets on the Company's financial
statements.  Potential revenue from the above referred-to ongoing agreements
and arrangements can be acquired by the Company utilizing general and more
specific markets and technologies, which in the opinion of the Company's
management, will also increase in scope and size. As indicated by a wide
variety of industry publications including Variety and The Hollywood Reporter,
current trends indicate that these future markets and expanding technologies,
such as the increase in the deregulation of the European television industry
and 100+ channel global satellite television programming, will extend for a
lengthy period of time.  In the opinion of the Company's management, these
future markets and expanding technologies will continue to promote further new
ways to exploit film and television entertainment product; i.e., with mass
appeal increasing as specific technological industries such as high definition
television, CD-Rom, DVD, and expanded Internet communications.  Full and
complete exploitation of these agreements and arrangements by the Company will
require the acquisition of additional working capital, which the Company is
anticipating to achieve through financial offerings and/or other traditionally
used methods of private sector, commercial banking, and other methods of
capital acquisition used by small and midsized companies.

Since its creation in July of 1977, the Company's management continuously
researches current data, updates pertinent technical information, and has
subsequently implemented procedures regarding the production of and consultancy
for moderately budgeted feature film (production budgets of approximately
$250,000 to $5,000,000) and television projects produced on a continual flow of
product basis. (Management of the Company define "continual flow of product" as
the production of motion picture and television product produced on an
overlapping production basis; ie., 3 weeks into 4 weeks of post production for
production "A", principal photography on Production "B" begins; and 3 weeks
into 4 weeks of principal photography on Production "B", pre-production on
Production "C" begins.)  It is the Company's opinion that following this
production process will help to ensure a "continual flow of product" for the
marketing and distribution of product by the Company and subsequently help to
ensure and increase a continuous revenue stream.  The above formula is a
central basis for the Company's profit making strategy.  It is the opinion of
management that such strategy has a high percentage of opportunity for success.
The full realization of profits from the Company's strategic preparations is
dependent on the acquisition of additional capital.

The following transactions represent the most significant potentially
revenue-producing arrangements relative to motion picture and television
production, co-production, marketing, consulting and acquisitions the Company
has entered into to date.

  DOCUMENTARY/DOCUDRAMA/SCREENPLAY ACQUISITION AND MARKETING

On March 18, 1981, the Company acquired G.L. Productions, Inc. ("GLP") of
Washington, D.C. and all of its facilities and productions including
twenty-eight 30 and 60-minute documentaries and docudramas and 42
completed/registered screen and teleplays ("product").  Certain titles include
RHOUTES TO GYANA featuring Leonard Nimoy, YOU'VE COME A LONG WAY MAYBE
featuring Barbara Walters; and THE LOST ANCIENT CITIES OF TOPAN AND TIKAL
featuring Brock Peters.  The Company and GLP have entered into various
television syndication and public broadcast agreements since the acquisition of
the product relative to the marketing and exploitation of the product.
According to the terms of the acquisition, the Company retains 100% of any
potential producer's gross revenue percentage accruing to the Company from any
and all marketing and exploitation of the product worldwide in perpetuity.

  SCREENPLAY/TELEPLAY ACQUISITION

On November 28, 1983, the Company entered into an acquisition agreement
(Agreement) with Paul Alex Productions of Huntington Beach, CA for the purpose
of acquiring all right, title and interest in 12 completed screenplays and
teleplays ("product"). The product was registered with the Writer's Guild of
America West and consisted of various genre of story content.  According to the
terms of the acquisition, the Company retains 80% of any potential producer's
gross revenue percentage accruing to the Company from any and all marketing and
exploitation of the produced product worldwide in perpetuity.

  FEATURE FILM CO-PRODUCTION

On March 26, 1987, the Company entered into a co-production agreement
(Agreement) with G.O.D. Entertainment/The Pitch Limited of Los Angeles, CA for
the purpose of co-producing the feature length motion picture entitled
HOLLYWOOD HEARTBREAK aka PITCH ("product").  The product, which stars Mark
Moses, Carol Mayo Jenkins and James LeGro, completed production in June of
1987, and was distributed by subdistributor, Raystar Distribution Company, to
video outlets throughout the United States and Europe.  According to the terms
of the Agreement the Company retains 5% of any of the potential producer's net
revenue percentage accruing to the Company from any and all marketing and
exploitation of the product worldwide in perpetuity.

  TELEVISION ACQUISITION

On May 19, 1987, the Company entered into an acquisition agreement (Agreement)
with United Development Industries/Topper Ltd. of Los Angeles, CA for the
purpose of acquiring all right, title and interest in the television production
entitled VEGAS DAZE ("product").  The product, which stars Larry Storch,
Forrest Tucker, Ruth Buzzi and Gary Owens was distributed by sub-distributor
Palm Springs Distribution Company to video outlets in regional southwest
territories.  According to the terms of the Agreement the Company retains 50%
of any of the potential producer's net revenue percentage accruing to the
Company from any and all marketing and exploitation of the product worldwide in
perpetuity.

  TELEVISION CO-PRODUCTION

On April 11, 1990, the Company entered into a co-production agreement
("Agreement") with Pacific Film Group of Los Angeles, CA for the purpose of
co-producing and distributing three 30-minute television productions entitled
HOLLYWOOD HOTTEST STUNTS, THE REAL GODFATHERS, and THRILLS, CHILLS AND SPILLS
("product"). The three independently hosted productions were distributed by
distributor, Myntex Corporation through the Handleman Company, in a "video
sell-through" arrangement throughout the United States and Canada.  According
to the terms of the Agreement the Company retains 3% of any potential
producer's gross revenue percentage accruing to the Company from any and all
marketing and exploitation of the product worldwide in perpetuity.

  FEATURE FILM ACQUISITION

On September 6, 1990, the Company through a purchase agreement ("Agreement")
with Tagerick Films of Los Angeles, CA acquired all right, title and interest
in the feature length motion picture entitled TERROR ON SHADOW MOUNTAIN
("product") starring Richard Groat and Bill Smith. At the time of this filing
the product was in post production and has not been distributed in any markets
or territories.  According to the terms of the Agreement the Company retains
50% of any potential producer's gross revenue percentage accruing to the
Company from any and all marketing and exploitation of the product worldwide in
perpetuity.

  FEATURE FILM CO-PRODUCTION

On October 21, 1991, the Company entered into a co-production agreement
("Agreement") with J.O.E. Productions and Webb Films International of Los
Angeles, CA for the purpose of co-producing the feature length motion picture
entitled BREAKING UP WITH PAUL aka MOVIES, MONEY AND MURDER ("product").  The
product which stars Martin Mull, Karen Black, and Laine Kazan completed
production in December of 1990, and was distributed by Hills Entertainment Inc.
to video retail outlets throughout the world. According to the terms of the
Agreement the Company retains 2% of any potential producer's gross revenue
percentage accruing to the Company from any and all marketing and exploitation
of the product worldwide in perpetuity.

  FEATURE FILM LIBRARY ACQUISITION AND DISTRIBUTION

On November 29, 1991, the Company acquired 136 feature film and television
productions ("product") from Presidio Productions Inc. of Palm Springs,
California ("Presidio") encompassing ownership/control and collateral marketing
and exploitation rights in all markets and all territories worldwide.  At the
time of this filing the product is in various stages of marketing and
distribution.  According to the terms of the agreement the Company retains 50%
of any potential producer's gross revenue percentage accruing to the Company
from any and all marketing and exploitation of the product worldwide in
perpetuity.

  TELEVISION CO-PRODUCTION

On June 22, 1992, the Company entered into a co-production agreement
("Agreement") with Webb Films International of Los Angeles, CA for the
co-production of a 60-minute television production special entitled VIDEO MONDO
aka THE RAVE ("product").  At the time of this filing the product was in post
production and has not been distributed in any market or territory.  According
to the terms of the Agreement the Company retains  2% of any potential
producer's gross revenue percentage accruing to the Company from any and all
marketing and exploitation of the product worldwide in perpetuity.

  FEATURE FILM CO-PRODUCTION/CONSULTANCY

On July 9, 1992, the Company entered into a co-production/consultancy agreement
("Agreement") with Pacific Film Group of Los Angeles, CA for the purpose of
co-producing and rendering financial and industry related advice to Pacific
Film Group for the packaging and production of the feature length motion
picture entitled SWEET JUSTICE ("product").  The product, which stars Mark
Singer, Fynn Carter and Mickey Rooney, completed production in August of 1992
and was distributed by Trimark Pictures to Blockbuster Video for video retail
outlets throughout the United States and Europe.  According to the terms of the
Agreement the Company retains 2% of the potential producer's gross revenue
percentage accruing to the Company from any and all marketing and exploitation
of the product worldwide in perpetuity.

  DOCUDRAMA CO-PRODUCTION

On May 8, 1993, the Company entered into a co-production and distribution
agreement ("Agreement") with independent film producer, Lance Matthews of New
York, NY, for the co-production and distribution of a 60-minute docudrama
motion picture entitled BLUNTS & STUNTS aka TRULY COMMITTED ("product").  At
the time of this filing, the Product was in post production and has not been
distributed in any markets or territories.  According to the terms of the
Agreement the Company retains 40% of any potential producer's gross revenue
percentage accruing to the Company from any and all marketing and exploitation
of the product worldwide in perpetuity.

  TELEVISION SYNDICATION AGREEMENT

On August 23, 1994, the Company entered into a license agreement ("Agreement")
with Media One Broadcasting Company of San Francisco, CA for the television
syndication of certain film and television product owned or controlled by the
Company which a portion of such product is part of the Company's acquired film
and television library, including 14 feature length motion pictures and 3
television productions.  The syndication territories included Northern
California, Arizona and Washington State.  According to the terms of the
Agreement the Company retains 50% of any potential net revenue percentage
accruing to the Company from any and all marketing and exploitation of the
product worldwide in perpetuity.

  FEATURE FILM CO-PRODUCTION

On October 14, 1994, the Company entered into a Co-Production Agreement
("Agreement") with Pacific Pictures of Los Angeles, CA for the purpose of
co-producing the feature length motion picture entitled NATURALLY BAD
("product").  The product which stars Robert Z'dar and Shannon Teare completed
production in November of 1994, and was distributed by Northwest Video
Distribution Company to video retail outlets throughout the United States and
Europe.  According to the terms of the Agreement the Company retains 2% of any
potential producer's gross revenue percentage accruing to the Company from any
and all marketing and exploitation of the product worldwide in perpetuity.

  FEATURE FILM ACQUISITION

On September 28, 1995, the Company entered into a Purchase Agreement
("Agreement") with  M&D Productions of San Jose, CA, for the acquisition of all
right, title and interest in the feature length motion picture entitled CITIZEN
SOLDIER ("product") starring Dean Stockwell and Billy Gray.  Delivery of all
final picture elements was completed on November 27, 1995. The Company has
added the product to its completed film and television product library catalog
for any and all leasing or rental possibilities.  According to the terms of the
Agreement the Company retains 60% of any potential net revenue percentage
accruing to the Company from any and all marketing and exploitation of the
product worldwide in perpetuity.

  TELEVISION CO-PRODUCTION II

On November 17, 1995, the Company entered into an agreement ("Agreement") with
Pacific Pictures of Los Angeles, CA for the development, co-production and
distribution of a television series of 5 special interest 30-minute productions
entitled TIPS FOR BETTER HEALTH (three shows) and MARKET PLACES OF THE WORLD
(two shows) ("product").  At the time of this filing, the series has been
distributed to independent, low power (LP) and cable television outlets
throughout the United States and has not yet realized any material revenues.
According to the terms of the Agreement the Company retains 5% of any potential
producer's gross revenue percentage accruing to the Company from any and all
marketing and exploitation of the product worldwide in perpetuity.

  SPECIALTY VIDEO DISTRIBUTION ARRANGEMENT

On July 23, 1996, the Company entered into a Distribution Agreement
("Agreement") to market and distribute worldwide the 60-minute specialty
instructional video entitled THE INTERNET TOUR GUIDE ("product").  At the time
of this filing, the product was in the marketing and distribution phase and has
not yet realized any material revenue from such efforts.  According to the
terms of the arrangement the Company retains 40% of any potential producer's
gross revenue percentage accruing to the Company from any and all marketing and
exploitation of the product worldwide in perpetuity.


CURRENT AND ANTICIPATED DEVELOPMENTS IN THE COMPANY'S BUSINESS

  FEATURE FILM CO-PRODUCTION

On February 19, 1997, the Company's wholly-owned subsidiary, World Wide Films
Inc., entered into a Co-Production and Distribution Agreement ("Agreement")
with Best Pictures Inc. of Redondo Beach, California, for the purpose of
producing the feature length motion picture entitled SHATTERED ILLUSIONS
("Product").  The Product, which features Morgan Fairchild, Bruce Weitz, Sy
Richardson, Richard Lynch and Dan Monahan, was completed in February of 1998
and is currently being distributed by the Company.  According to the terms of
the Agreement, World Wide Films Inc. retains 50% of any potential producer's
gross revenue percentage accruing to the company from any and all marketing and
exploitation of the Product worldwide, in perpetuity and the Company retains
26% portion of any potential gross distribution revenue percentage occurring to
the Company for any and all marketing and exhibition of the product world wide
in perpetuity.

  WEBSITE DEVELOPMENT, CREATION AND IMPLEMENTATION

On January 29, 1998, the Company entered into an agreement ("Agreement") with
Mr. Ralph Johnson of Los Angeles, California and on May 8, 1998, with
Steelelink Communications of San Francisco, CA, respectively, for the
development, creation and implementation of the Company's Internet web site.
The Company's web site went online in June 1998 and was  implemented by
management for the purpose of providing a wide variety of information to the
general public and further increasing the marketing reach of its products and
services including its completed film and television product library.
Corporate financing scenarios will also be explored, via the Internet, such as
limited partnerships and stock offerings. The Company's web page currently
links to the U.S. Securities and Exchange Commission Edgar system, E-Trade and
Ameritrade. On September 10, 2000, the Company entered into an agreement with
Mr. Jeffrey D. Brown, of Costa Mesa, California, for the development, creation
and implementation of the Company's second website established specifically for
the marketing and distribution of the feature film entitled AMY.  The Company
updates its websites on a perpetual basis taking into account the latest
technologies offered to the Internet. The corporate site's address is
www.wwmpc.com and the movie site's address is amythemovie.com.

  SPECIALTY TELEVISION PRODUCTION

On August 28, 1998, the Company's wholly-owned subsidiary, World Wide
Productions Inc., entered into a Co-Production Agreement ("Agreement") with
Snow Lion Interactive Media of Los Angeles, California, for the purpose of
co-producing the television pilot and series entitled CLASSIC CAR ("Product").
The Product, which was designed as a 13-part series, showcases domestic and
foreign production automobiles and is designed for the car enthusiast and
casual viewer.  At the time of this filing, the Product was in production.
According to the terms of the Agreement, the Company retains 50% of any
potential producer's gross revenue percentage accruing the company from any and
all marketing and exploitation of the Product worldwide, in perpetuity.

  FILM AND TELEVISION PRODUCTION ACQUISITION

On November 22, 1998, the Company entered into a Purchase Agreement
("Agreement") with Snow Lion Interactive Media of Los Angeles to acquire a
variety of film and television product ("Product") from Snow Lion Interactive
Media.  Acquired Product consists of four film and television productions of
various lengths and subject matter and additional archival film footage
including a children's television show and three specialty television shows
ranging in length from 30-60 minutes.  At the time of this filing, certain of
the Product had been distributed by IQ Entertainment in the foreign markets.
According to the terms of the Agreement, the Company retains 50% of any
potential producer's gross revenue percentage accruing the company from any and
all marketing and exploitation of the Product worldwide, in perpetuity.

On August 20, 1999, the Company entered into a Purchase Agreement ("Agreement")
with Rocinante Productions Inc. of Los Angeles to acquire all of the right,
title and interest in the feature film "What's In A Cookie".  According to the
terms of the Agreement, the Company retains 50% of any potential producer's
gross revenue percentage accruing the company from any and all marketing and
exploitation of the Product worldwide, in perpetuity.

On June 20, 2000, the Company entered into a Purchase Agreement with S.E.
Larson Productions of Los Angeles to acquire all of the right, title and
interest in the feature films "Malevolence" and "The Second Coming".  According
to the terms of the Agreement, the Company retains 50% of any potential
producer's gross revenue percentage accruing the company from any and all
marketing and exploitation of the Product worldwide, in perpetuity.


BUSINESS ENTERPRISES UNDER CONTEMPLATION BY THE COMPANY

*   CORPORATE ACQUISITION NEGOTIATIONS

* For the past six years, the Company has been in the process of reviewing and
analyzing various potential corporate acquisitions and merger possibilities,
certain of which are highly diversified such as Internet technology,
instructional, bio-technology and medical services.  Management of the
Company has conducted indepth internal discussions concerning the risks,
requirements, potential and overall viability of associating with a highly
diversified business.  In the opinion of the Company's management, so long as
the diversified business maintains a significant level of potential revenue
producing capability, management expertise for sustaining such ongoing
revenue potential, clarity of mission statement and objectives, and cash flow
potential which could be used in the development of the Company's core
business, management of the Company will encourage such mergers and
acquisitions, investigations and possibilities for the express purpose of
increasing, overall, shareholder value of the Company. In addition to the
quantitative and qualitative aspects of the Company's diversification
decisions, the articles, bylaws and corporate charter of the Company provide
for flexibility in the Company's ability to explore and enter into
diversified fields of enterprise.


MARKETING OF THE COMPANY'S PRODUCTS AND SERVICES

The combined experiences of the Company's management and companies in its
distribution network creates a strong and diverse marketing position for the
Company.  Marketing outlets and techniques which have been successfully
utilized for the Company's products or services in the past and/or which will
be utilized in the future either domestically or in foreign territories
include: THEATRICAL EXHIBITION, HOME VIDEO SALES, HOME VIDEO RENTAL, BROADCAST
(NETWORK) TELEVISION, SYNDICATED TELEVISION, CABLE TELEVISION, PAY-PER-VIEW,
SATELLITE TRANSMISSION, LOW POWER (LP) REGIONAL TELEVISION, PUBLIC BROADCAST
(PBS) TELEVISION, THEATRICAL ANCILLARY (including airlines, ships at sea,
colleges/universities, military bases and state/federal institutions), AND
ANCILLARY PRODUCT MERCHANDISING (ancillary product merchandising includes
revenues created from non-theatrical or non-broadcast exploitation such as
merchandising of clothing, toys, books and music). All or some of these outlets
are customarily incorporated into a marketing strategy on either a regional,
national, or international exposure basis with quality, genre public appeal,
and rating, all being factors.  The Company's network of marketing and
distribution companies includes independent and major industry leaders such as
UNITED ARTISTS INC. (relationship between the Company and the company includes
foreign and domestic theatrical exhibition of feature film product), MIRAMAX
FILMS INC. (relationship between the Company and the company includes domestic
theatrical exhibition of feature film product), MGM/UA INC. (relationship
between the Company and the company includes foreign and domestic theatrical
exhibition of feature film product), AMC THEATER CIRCUIT INC. (relationship
between the Company and company includes domestic theatrical exhibition of
feature film product), MANN THEATERS (relationship between the Company and
company includes domestic theatrical exhibition of feature film product),
CINEPLEX ODEON (relationship between the Company and company includes domestic
theatrical exhibition of feature film product), EDWARDS THEATER CIRCUIT
(relationship between the Company and company includes domestic theatrical
exhibition of feature film product), RGH/LIONS SHARE PICTURES (relationship
between the Company and the company includes foreign theatrical and all
ancillary exhibition of feature film and television product), ALL CHANNEL FILMS
(relationship between the Company and the company includes all ancillary
domestic exhibition of feature film product), CINETRUST ENTERTAINMENT CO.
(relationship between the Company and the company includes foreign and domestic
broadcast, television and home video exhibition of feature film and television
product), TWENTIETH CENTURY FOX FILM CORPORATION (relationship between the
Company and the company includes foreign and domestic theatrical exhibition of
feature film product), SHAPIRO GLICKENHAUS ENTERTAINMENT (relationship between
the Company and the company includes all ancillary foreign and domestic
exhibition of feature film and television product), PARAGON CABLE TELEVISION
(relationship between the Company and the company includes regional cable
broadcast of television product), CENTURY CABLE TELEVISION (relationship
between the Company and the company includes regional cable broadcast of
television product), SWANK MOTION PICTURES INC. (relationship between the
Company and the company includes domestic and international ancillary sales of
feature film product), TERRY STEINER INTERNATIONAL (relationship between the
Company and the company includes domestic and international ancillary sales of
feature film product), and the HANDLEMAN COMPANY (relationship between the
Company and the company includes sell-thru specialty video product).  Primary
expected revenue sources include but are not limited to:

THEATRICAL EXPLOITATION - An average of approximately 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 overseas market is very important to the overall gross
revenues of a film and is once again on the incline due to the decrease in the
value of the dollar.  Foreign markets fluctuate, but in general can be
responsible for 60% of the total box office revenue of the film.

The Company has earned an immaterial amount of revenue at this time from
theatrical exhibition for the feature film products known as PITCH aka
HOLLYWOOD HEARTBREAK; MOVIES, MONEY AND MURDER aka BREAKING UP WITH PAUL; SWEET
JUSTICE; NATURALLY BAD and CITIZEN SOLDIER.  (Further exploitation of this
product by the Company will require additional working capital.)

According to Richard Fay of AMC Theater circuit, the second largest exhibitor
of feature length motion picture product in the world, there is currently a
building boom occurring among exhibitors with the number of screens in the
United States beginning to increase in the 1980's by 7.4% to more than 20,300.
It is the Company's opinion that, due to a widely known increase in public
consumption in, and desire for more feature filmed entertainment domestically
along with the increased desire by foreign markets for United States produced
feature film entertainment, this trend of expansion for the number of screens
in both the United States and foreign territories will continue throughout this
decade and well into the next century.  The exhibitors or movie theater owners
generally retain an average of 50% of the box office receipts as their fee and
remit the other 50% frequently referred to as "domestic theatrical film
rentals" to the film's distributor.  Home video advances for feature films can
range from $10,000 to more than $5,000,000 plus escalators based upon such
variables as box office performance, print and advertising expenditures and the
number of screens secured during theatrical release.

CABLE TV, PAY TV, DBS, AND MATV  EXPLOITATION - Pay television has shown
tremendous growth over the past decade.  The market leaders, past and present,
have been Home Box Office (HBO), Cinemax, and Showtime/The Movie Channel.
These pay television services have recently exhibited over 300 films per year.
Of the approximately $20 (basic) price per month that a pay television
subscriber pays to a cable company, about $10 is returned to the pay television
service and in turn, $3 to $6 is returned to the distributor.  Distributors, on
exclusive multi-picture studio arrangements, have been able to command prices
of $3 to $8 million per film.  On a non-exclusive basis, prices range from
$500,000 to $2 million per film where the film has achieved average success.
Certain of the Company's film and/or television product are or have been shown
periodically on cable television throughout the world.

A relatively new area of exhibition is PAY-PER-VIEW.  At present, there are
approximately 14 million homes equipped to receive the service and that number
is expected to increase to 30 million by the end of the decade.  Prices
generally charged for pay-per-view range from $10 to $50 per show to the
consumer depending on the nature of the entertainment, of which approximately
60% is being returned to the distributor.  The expanding growth in this area
will continue to be a major new revenue source for film distribution.

MATV (Master Antenna Television) systems available in North America produce an
additional though relatively small revenue source for films and DBS (Direct
Broadcast Satellite) is beginning to make substantial inroads, primarily
throughout Europe in those countries where residential cable service is not
readily available.

The Company has earned a relatively moderate amount of revenue at this time
from cable television, pay television, DBS and MATV for the feature film
projects entitled PITCH aka HOLLYWOOD HEARTBREAK; MOVIES, MONEY AND MURDER aka
BREAKING UP WITH PAUL; SWEET JUSTICE, NATURALLY BAD, CITIZEN SOLDIER, and
television production specials entitled KJ COUNTRY, specialty videos entitled
THRILLS, CHILLS & SPILLS; THE REAL GODFATHERS; HOLLYWOOD'S HOTTEST STUNTS, and
fifteen public domain classic feature film production prints owned by the
Company.  Substantial exploitation of this product by the Company will require
additional working capital.)

NETWORK TELEVISION EXPLOITATION - The broadcast television industry in North
America is dominated by three networks, ABC, CBS and NBC. With the recent
development of Fox Broadcasting in addition, the network's generally license 75
to 150 theatrical films annually and commission approximately 125
made-for-television movies (MOWs) from independent producers such as the
Company.  In addition, they broadcast over 100 hours of miniseries.  American
and foreign television networks are still very significant buyers of feature
films.  In the United States they have become less aggressive than the pay
television companies in their pricing policies.  The price range for multiple
broadcast of a film by a major network is between $500,000 and $5 million.
Exceptional films may command substantially higher prices.

The Company has earned a relatively moderate amount of revenue at this time
from network television exploitation for the feature film product known as
PITCH aka HOLLYWOOD HEARTBREAK; MOVIES, MONEY AND MURDER aka BREAKING UP WITH
PAUL; SWEET JUSTICE, NATURALLY BAD, and CITIZEN SOLDIER.  (Substantial
exploitation of this product by the Company and/or its associates will require
additional working capital.)

SYNDICATED TELEVISION EXPLOITATION - Revenue from rights granted to individual
independent television stations (of which there are over 250 in North America),
has increased in recent years as the number (over 300 in U.S./Canada) and
financial strength of local stations has increased.  These stations usually
described as the "syndication market" and often loosely associated for product
buying purposes now rival the traditional standard (broadcast) television
networks in competing for viewers.  As the core of their programming, these
stations use syndicated (after network) television series and feature length
films.

The Company has acquired moderate revenue at this time from syndicated
television exploitation for the television production special known as KJ
COUNTRY.  (Substantial exploitation of this product by the Company will require
additional working capital.)

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

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

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

The Company acquires moderate revenues from these sources at this time.

In addition to the above on-going projects, the company is currently engaged in
substantial theatrical and/or ancillary marketing programs involving 4 full
length feature films.  Three of these have modest income and profit potential.
They include the feature films entitled, "Ninth Street" produced by Hodcarrier
Films in Los Angeles, California; "What's In a Cookie?" produced by Rocinante
Productions in Los Angeles, California; "Jigsaw" produced by First Motion
Pictures Inc. in Toronto, Ontario, Canada; and "Malevolence" & "The Second
Coming", produced by Sig Larsen Productions Inc. in Los Angeles, California.
The remaining two projects have the prospect of accruing substantial profit for
the company and include the feature length film "Shattered Illusions" produced
by the company's subsidiary, World Wide Films Inc. and the feature film "Amy"
produced by Cascade Films, with U.S. theatrical distribution underway at this
writing.

The Company has participated in a variety of the preceding types of marketing
and distribution arrangements over the past twenty years.

As previously referenced, in order to further expedite and create revenue from
marketing and distribution efforts of the Company and its distributor network,
the Company requires significant additional working capital to more fully and
properly exploit any appropriate markets and media while creating additional
viable desire by the general public to acquire or consume this product. The
Company's future plans include the acquisition of additional working capital
through financial offerings and/or other customarily used methods of capital
acquisition by small and midsize companies, including debt or equity financing
or a combination of both, to acquire certain of this additionally needed
working capital.

THE COMPANY'S COMPETITION IN THE MOTION PICTURE AND TELEVISION INDUSTRY

The motion picture and television industry is highly competitive. Management of
the Company believes that a picture's theatrical  success is dependent upon
general public acceptance, marketing technology, advertising and the quality of
the production.  The Company's motion picture and television productions
compete with numerous independent and foreign productions as well as
productions produced and distributed by a number of major domestic companies,
many of which are units of conglomerate corporations with assets and resources
substantially greater than the Company's.  Management of the Company believes
that in recent years there has been an increase in competition in virtually all
facets of the Company's business.  The motion picture industry itself competes
with television and other forms of leisure-time entertainment.  The growth of
pay television and the use of home video products may have an effect upon
theater attendance and non-theatrical motion picture distribution.  Since the
Company may distribute product to all of these markets, it is not possible to
determine how its business as a whole will be affected by these developments
and accordingly, the resultant impact on the financial statements.  Obtaining
motion pictures for distribution and the distribution of motion pictures are
highly competitive endeavors.  In the distribution of motion pictures, there is
very active competition to obtain bookings of pictures in theaters and on
television networks and stations throughout the world.  A number of major
motion picture companies have acquired motion picture theaters.  Such
acquisitions may have an adverse effect on the Company's distribution
operation, endeavors, and its ability to book certain theaters, which, due to
their prestige, size and quality of facilities, are deemed to be especially
desirable for motion picture bookings.

In producing and distributing television programs, competition is intense
because the number of available broadcast hours is limited, other forms of
programming compete to fill such time and there are numerous suppliers of such
programming, including the networks, other motion picture companies and
independent producers.

Management believes that the decision by the networks, individual television
stations and cable systems to license a motion picture is based primarily on
the quality of the picture, its appropriateness for a general television
audience, its box office and critical success and, if the picture has
previously been shown on television, audience response as measured by ratings.

The Company's ability to compete in certain foreign territories with either
film or television product is affected by local restrictions and quotas.  In
certain countries, local governments require that a minimum percentage of
locally produced productions be broadcast, thereby further reducing available
time for exhibition of the product.

Recent regulations effecting the Company's competitive position in the motion
picture and television industry, include the United States inability in 1994 to
reach agreement with its major international trading partners to include
audiovisual works, such as television programs and motion pictures, under the
terms of the General Agreement on Trade and Tariffs Treaty ("GATT").  The
failure to include audiovisual works under GATT allows many countries
(including members of the European Union, which consists of Belgium, Denmark,
Germany, Greece, Spain, France, Ireland, Italy, Luxembourg, the Netherlands,
Portugal and the United Kingdom) to continue enforcing quotas that restrict the
amount of American programming which may be aired on television in such
countries.  The Council of Europe has adopted a directive requiring all member
states of the European Union to enact laws specifying that broadcasters must
reserve a majority of their transmission time (exclusive of news, sports, games
shows and advertising) for European works.  The directive does not itself
constitute law, but must be implemented by appropriate legislation in each
member country.  In addition, France requires that original French programming
constitute a required portion of all programming aired on French television.
These quotas generally apply only to television programming and not to
theatrical exhibition of motion pictures, but quotas on the theatrical
exhibition of motion pictures could also be enacted in the future.  There can
be no assurance that additional or more restrictive theatrical or television
quotas will not be enacted or that countries with existing quotas will not more
strictly enforce such quotas.  Additional or more restrictive quotas or more
stringent enforcement of existing quotas could materially and adversely affect
the business of the Company by limiting its ability to fully exploit its
productions internationally.

Distribution rights to motion picture and television productions specifically
are granted legal protection under the copyright laws of the United States and
most foreign countries.  These laws provide substantial civil and criminal
sanctions for unauthorized duplication and exhibition of motion pictures.
Motion pictures, musical works, sound recordings, art work, still photography
and motion picture properties are separate works, subject to copyright under
most copyright laws, including the United States Copyright Act of 1976, as
amended.  The Company plans to take appropriate and reasonable measures to
secure, protect and maintain or obtain agreements to secure, protect and
maintain copyright protection for its film and television projects under the
laws of applicable jurisdictions. Management is aware of reports of extensive
unauthorized misappropriation of videocassette rights to motion pictures.
Motion picture piracy is an industry-wide problem.  The Motion Picture
Association of America, an industry trade association (the "MPAA"), operates a
piracy hotline and investigates all reports of such piracy. Depending upon the
results of such investigations, appropriate legal action may be brought by the
owner of the rights. Depending upon the extent of the piracy, the Federal
Bureau of Investigation may assist in these investigations and related criminal
prosecutions.

Motion picture piracy is an international as well as a domestic problem.
Motion picture piracy is extensive in many parts of the world, including South
America, Asia (including Korea, China and Taiwan), the countries of the former
Soviet Union and the former Eastern bloc countries.  In addition to the MPAA,
the Motion Picture Export Association, the American Film Marketing Association
and the American Film Export Association monitor the progress and efforts made
by various countries to limit or prevent piracy.  In the past, these various
trade associations have enacted voluntary embargoes of motion picture exports
to certain countries in order to pressure the governments of those countries to
become more aggressive in preventing motion picture piracy.  In addition, the
United States government has publicly considered trade sanctions against
specific countries which do not prevent copyright infringement of United States
produced motion pictures.  There can be no assurance that voluntary industry
embargoes or United States government trade sanctions will be enacted.  If
enacted, such actions could impact the Company's competitive position in the
industry and the amount of revenue that the Company realizes from the
international distribution of its programs depending upon the countries subject
to such action and the duration of such action.  If not enacted or if other
measures are not taken, the motion picture industry (including the Company) may
continue to lose an indeterminate amount of revenues as a result of motion
picture piracy.

Further, the Code and Ratings Administration of the MPAA assigns ratings
indicating age-group suitability for theatrical distribution of motion
pictures.  The Company expects to follow, when appropriate, the practice of
submitting applicable film projects for such ratings.

United States television stations and networks, as well as foreign governments,
impose additional restrictions on the content of film and television
productions which may restrict in whole or in part theatrical or television
exhibition in particular territories.  Management's current policy is to
distribute film and television productions for which there will be no material
restrictions on exhibition in any major territories or media.  This policy
often requires production of "cover" shots or alternate photography and
recording of certain scenes for insertion in versions of a production exhibited
on television or theatrically in certain territories.  There can be no
assurance that current and future restrictions on the content of the Company's
productions may not limit or affect the Company's ability to exhibit it in
certain territories and media.

DEPENDENCE ON A FEW MAJOR CUSTOMERS

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

THE COMPANY'S FUTURE CAPITAL REQUIREMENTS

The Company has currently been negotiating with various broker-dealer
investment banking firms to underwrite public offerings of the Company's
securities in the total amount of approximately ten million dollars. Terms of
the proposed public offerings have not been finalized but it is anticipated by
management that the Company will utilize the net proceeds from such offering in
the following general manner.

$   500,000   administrative expenses
    300,000   development expenses
  4,000,000   production expenses
  2,250,000   acquisition expenses
  2,950,000   marketing expenses
$10,000,000   Total

The Company intends to further resolve and provide for its liquidity needs as
well as provide for the needed capital resources to expand its operations
through private placements on a project-by-project basis in limited partnership
form.  To meet the Company's interim liquidity and capital resources needs
while the Company's proposed future public offering and private placement
offerings are being prepared and examined, the Company, in addition to short
term borrowings, is presently contemplating further sales of its unregistered
common equity to accredited investors under one or more exemptions that provide
for the same.

EMPLOYEES

The Company presently has under contract eight officially elected officers of
the Company, one fulltime and two part-time assistants.  Certain of the
contracts have provisions that are contingent upon the acquisition of
substantial working capital by the Company.  Accordingly, certain of the
officers do not devote their full time to the business of the Company.  Full
and parttime employees involved in motion picture and/or television development
production or distribution operations number between approximately 5-60
depending on the number of projects in process, the complexity of a particular
project, and production and/or marketing timetables.  The educational seminar
subsidiary only uses personnel when presenting a seminar or similar event at
which time approximately 3 to 5 employees are required.

Item 2.  Description of Property.

The Company owns no real properties.  The Company's present offices and
facilities, located in both suburban and metropolitan geographic areas,
encompass approximately 5,500 square feet in buildings of good condition.
Locations which are occupied on a month-to-month or yearly lease basis include
the Company's executive offices since 1984 at Seacliff Office Park, 2120 Main
Street, Suite 180, Huntington Beach, California, 92648; and a video production
office at 1119 Colorado Avenue, Santa Monica, California.  The Company's
corporate records office at 326 N. Chestnut, Lansing, Michigan, 48933; and a
branch office of the Company at 220 W. Congress, 2nd Floor, Detroit, MI, 48226.

Item 3.  Legal Proceedings.

There are no material pending legal proceedings to which the Company is a party
or to which any of its assets are subject. However, the Company is currently in
ongoing negotiations for the reimbursement of lost material which consists of
eight 1" and/or 3/4" and/or digital betacam videotape and 35mm film submaster
copies of feature length motion picture and television productions, owned or
controlled by the Company which were maintained at a post production film and
video facility.  The Company's attorneys are preparing litigation and related
processes relative to the lost material in the event the results of the
negotiations are unsatisfactory.  The Company would be seeking damages in the
amount of three hundred ninety seven thousand five hundred ($397,500) dollars
for the loss of its "stored material". Further, the co-producers with the
Company's subsidiary, World Wide Films Inc., pertaining to a feature length
film, commenced litigation to attempt to dissolve the co-production agreement
which exists between the Co-Producer and the Subsidiary relative to the
production processes of that feature length film. The Company's management and
attorneys believed the lawsuit to be groundless and therefore, defended the
action on that basis.  The matter ultimately resulted in a favorable settlement
for the Company, requiring the plaintiffs to pay all expenses of litigation.
Further, the Company's attorneys are preparing litigation and related processes
to recover funds due and belonging to the Company which were misappropriated by
subagents of the Company encompassing the sale of feature film product in
foreign territories.

Various legal actions, governmental investigations and proceedings and claims
may be instituted or asserted in the future by the Company or against the
Company and/or its subsidiaries including those arising out of alleged
deficiencies in the company's products; governmental or industry regulations
relating to safety, financial services; employment-related matters;
distributor, exhibitor, co-producer, vendor, supplier, or other contractual
relationships; intellectual property rights; product warranties and
environmental matters.  Some of the foregoing matters involve or may involve
compensatory, punitive or anti-trust or other treble damage claims in varying
amounts, environmental remediation programs, sanctions or other relief which,
if granted, would require varying expenditures.

Litigation is subject to many uncertainties, and the outcome of individual
litigated matters is not predictable with assurance. The Company does not
reasonably expect, based on its analysis, that any adverse outcome from such
matters would have a material effect on future consolidated financial
statements for a particular year, although such an outcome is possible.

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

On December 23, 2000, the Company filed Proxy material with the Securities and
Exchange Commission in accordance with Rule 14(a). The proxy statement
requested shareholders to vote for management nominees to the Company's Board
of Directors.  Of special  significance, Management's recommendations were
elected;  25,973,348 shares in favor, 200,000 shares opposed, and 26000  shares
abstained.  Management also requested shareholders to  approve a combination
restructuring of the outstanding stock of  the Company (reverse split).  The
shareholders approved the  restructuring as filed with the Securities and
Exchange  Commission in accordance with Rule 14(a), 25,473,348 shares in
favor, 225,000 shares opposed, and 501,000 shares abstained.  The
restructuring effectuated in the years 2000 and 2001 has  subsequently had a
substantial affect on the company's financial statements in 2003.

Part II

Item  5.  Market for Common Equity and Related Stockholder Matters.

The Company's common stock is traded in the Over-the-Counter market and prices
are quoted by National Quotation Bureau, Inc.  (NQB) on the NASD Electronic
Bulletin Board.

The following are the high and low Registrant share prices (NASD Electronic
Bulletin Board) for each fiscal quarter of 2003

                                Prices
Fiscal 2003                 High        Low

First Quarter              .05          .04
Second Quarter             .05          .04
Third Quarter              .05          .04
Fourth Quarter             .05          .03

The following are the high and low Registrant share prices (NASD Electronic
Bulletin Board) for the previous four years.

				Prices
			   High        Low

2000			  1.00          .02
2001                       .60          .02
2002                       .15          .08

As of December 31, 2003, the latest practicable date for which information is
available, the Registrant had approximately 1100 holders of record of the
Registrant's common equity.

The Company has not declared nor paid any cash dividends since its
incorporation, nor does it anticipate that it will pay dividends in the
foreseeable future.  Any earnings realized by the Company are expected to be
reinvested in the Company's business; however, the declaration and payment of
dividends in the future will be determined by the board of directors in light
of conditions then existing, including, among which are the Company's earnings,
its financial condition and capital requirements (including working capital)
and any arrangements restricting the payment of dividends.

Item 6. Management's Discussion and Analysis or Plan of Operations.

Management's discussion and analysis of financial condition and results of
operation should be read in conjunction with the consolidated financial
statements and related notes.


 RESULTS OF OPERATIONS

Year ended December 31, 2003 compared to year ended December 31, 2002

For the year ended December 31, 2003, net loss was $(6,356,858).
For the year ended December 31, 2002, net loss was $(37,382).

The increased loss in 2003 resulted from the year 2003 $6,241,258 writedown of
motion picture and television properties and the $68,500 provision for doubtful
accounts.  The writedown resulted primarily from management's lower valuation
of certain of its completed motion pictures included in its acquired library
due to lower future revenue estimates at December 31, 2003 compared to December
31, 2002.

Operating revenues decreased $8,226 (34%) from $24,226 in 2002 to $16,000 in
2003, resulting from a reduction in fee income received for production and
distribution services.

Excluding the writedown of motion picture and television properties and the
provision for doubtful accounts, operating costs and expenses increased $1,558
(3%) from $60,389 in 2002 to $61,947 in 2003.  The increase in 2003 was due to
higher stock-based compensation ($8,502 increase) and higher depreciation
expense ($4,856 increase) in 2003 compared to 2002, offset by lower other
expenses.

The Company has presented a consolidated balance sheet which includes three
wholly-owned active subsidiaries: World Wide Productions Inc., World Wide Film
& Television Institute, and World Wide Entertainment Inc.  The Company's
charter allows it to branch into diversified fields of enterprise provided
management concludes there is a significant potential for profit. It is the
decision of management to continue the major portion of the Company's
operations in the motion picture and television industry, but since the primary
business objective of the Company is to increase the value of its stockholders'
equity, if and when opportunities arise to make profits for the corporation in
a diversified industry, the Company shall investigate and if appropriate,
pursue such opportunities. The motion picture and television segment of the
Company's current or planned operations is the only segment material to the
Company's financial statements or condition.

The Company's motion picture and television participation strategy has
primarily been to expend its resources and to set in place strategic
relationships and contracts in preparation for the continued development,
acquisitions, production and/or marketing/distribution of quality moderate
budget feature length motion pictures, documentaries, docudramas and television
productions. The strategy additionally includes the acquisition of screenplays
and teleplays suitable for development/packaging and completed motion pictures
and television projects for licensing and marketing/distribution opportunities
for all applicable sales territories throughout the world.  At such time that
additional working capital is secured, it is the Company's opinion that
sufficient revenue will be generated by the existing film and television
library and future distribution of potential new product, ultimately realizing
its projected return on investment. Arrangements for participation by the
Company in various feature film and television productions for the last
60months include gross and net revenue participations in the following feature
film and television productions ranging between 2-60% of worldwide revenue
potential including all markets and all media that the particular production is
distributed in.

(1) In 1997 and 1998, post production and distribution preparation of the
documentary entitled THE OUTLAW TRAIL, 100 YEARS REVISITED, in association with
Western Sunset Films, an 8-year old Los Angeles based documentary production
company. (2) In 1998, development and production of the series television
production entitled CLASSIC CAR, in association with SLIM, Inc., a 4-year old
Los Angeles based television production company. (3) In 1999, the acquisition
and preparation for marketing and distribution of the feature film entitled
WHAT'S IN A COOKIE produced by production company Rocinante Productions Inc.
and providing 50% of gross revenue participation to the Company in perpetuity.
(4) In 2000, the acquisition and preparation for marketing and distribution of
the feature films entitled MALEVOLENCE and THE SECOND COMING produced by
production company Sig Larsen Productions Inc. and providing 50% of gross
revenue participation to the Company in perpetuity. Other arrangements include
preparation for Internet marketing and distribution of a feature length film
acquired by the Company entitled CITIZEN SOLDIER originally produced by M&D
Productions, a 7-year old Los Angeles based film production company, purchased
by the Company in 1995 and providing a 60% gross revenue participation to the
Company in perpetuity.

In 1998, all financing for the completion of the feature length production
entitled SHATTERED ILLUSIONS featuring Morgan Fairchild, Bruce Weitz, Richard
Lynch and Dan Monahan was secured and the production was completed.  In 1999,
the Company entered into an agreement with representative RGH/Lions Share
Pictures Inc., a 15-year old, Los Angeles based distribution  company for the
purpose of conducting all foreign sales arrangements of the film.

In August, 1999, the Company entered into an agreement with Jaguar
Entertainment Inc., a 12-year old Los Angeles based distribution company, for
the purpose of marketing and distributing the feature length motion picture
entitled NINTH STREET featuring Martin Sheen and Isaac Hayes to all domestic
non-theatrical ancillary markets including home video, pay television, network
television, satellite and DVD.

In August, 1999, the Company entered into an agreement with Rocinante
Productions Inc., a 6 year old Los Angeles based production company, for the
purpose of acquiring all of the right, title, and interest in the feature
length motion picture entitled WHAT'S IN A COOKIE? The agreement also
encompassed the acquisition by the Company of all foreign and domestic
distribution rights to the film in perpetuity.

In August and September, 1999, the Company entered into an agreement with GTL
Productions Inc., a 7-year old Omaha based production company for the purpose
of acquiring the domestic and foreign marketing and distribution rights to a
documentary series entitled ON THESE RUINS encompassing the titles of ANARTICA,
THE GALAPOGOS ISLAND and EASTER ISLAND.

In June, 2000, the Company entered into an agreement for the development of an
electronic commerce marketing arrangement with Pix Media Inc., a 2 year old Los
Angeles based Internet company, for the purpose of providing a national and
international e-commerce exploitation venue for various titles within the
Company's completed film and television library.

Further, during fiscal year 2000 and in addition to continuing to exploit
existing film and television projects such as the feature length films entitled
"Shattered Illusions" and "Ninth Street", the Company negotiated and signed a
North American Distribution contract on June 17, 2000, for the theatrical and
ancillary exploitation of a full length feature film entitled "Amy". A domestic
U.S. only, Distribution Agreement was executed with a sub-agent for First
Motion Picture Inc. in Toronto, Ontario, Canada, on March 27, 2000, for the
exploitation of ancillary rights to the full length feature film entitled
"Jigsaw"; and on May 8, 2000, a domestic U.S. Distribution Agreement was
executed with Praxis Entertainment Inc. in Dallas, Texas for the exploitation
of ancillary rights to five full length feature films entitled "Flying
Changes", "Winning Colors",  "Shadow Dancer", "Trance", and "Corndog Man".

In February, 2001, the Company commenced theatrical marketingand distribution
of the feature film entitled "Amy" with a Los Angeles premier of the film at
the AMC Century City theaters, the MANN Westwood Cinema, the Loew's Cineplex,
Beverly Center and throughout the Edwards theater circuit in Orange County,
California.  During the first and second quarters of 2001, the theatrical
showings of the film continued with a rollout across the United States in
cities including New York, Detroit, Seattle and Palm Springs.

In 1999, 2000, 2001, 2002 and 2003, certain other film and television
participations of the Company included development and packaging arrangements,
the Company's review and in certain cases, advice and counsel on screenplays
and screenplay development scenarios for the subsequent possible packaging and
production and distribution of a particular project. The most significant of
these productions, their production companies, and percentage of future gross
revenue allocated to the Company, were the feature length film entitled
CORKLESBY offered by co-production company Northstar Entertainment Inc., a
4-year old Los Angeles based production company, (50%); and the feature length
film entitled ALONG FOR THE RIDE offered by production company Wittman
Productions Inc., a 4-year old Los Angeles based production company, (50%).  In
2000, the Company prepared for production, began distribution and entered
negotiations.


  GENERAL

In fiscal 2002 and 2003, the Company continued its involvement in a variety of
film and television projects relative to development, acquisitions, packaging,
production and marketing/distribution activities. The Company also continued to
pursue potential diversified business opportunities that have cash flow
possibilities. Management believes that a film or television production's
economic success is dependent upon several overlapping factors including
general public appetite of a potential genre or performer at the time of
release, domestic and international marketing philosophy, applicable usage of
existing and new and emerging technology, advertising strategy with resultant
penetration and the overall quality of the finished production. The Company's
film and television productions may compete for sales with numerous independent
and foreign productions as well as projects produced and distributed by a
number of major domestic and foreign companies, many of which are units of
conglomerate corporations with assets and resources substantially greater than
the Company's.

Management of the Company believes that in recent years there has been an
increase in competition in virtually all facets of the Company's business.
Specifically, the motion picture industry competes with television and other
forms of leisure-time entertainment. Since the Company may for certain
undetermined markets and products distribute its product to all markets and
media worldwide, it is not possible to determine how its business as a whole
will be affected by these developments and accordingly, the resultant impact on
the financial statements.

The Company has currently obtained or arranged for the investment capital to
produce and/or distribute a minimum of four full length feature films or
specialty television productions within the next two years.  In addition to the
development, financing, production, and distribution of motion picture and
television product, the Company expects to continue to exploit a portion or
portions of the Company's completed film and television library to a wide
variety of distribution outlets including network television, cable television,
satellite broadcast, pay-per-view, and home video sales. Specifically, live
action motion pictures are generally licensed for broadcast on commercial
television following limited or wide release distribution to theatrical outlets
(theaters), home video and pay television. Licensing to commercial television
is generally accomplished pursuant to agreements which allow a fixed number of
telecasts over a prescribed period of time for a specified license fee.
Television license fees vary widely, from several thousand to millions of
dollars depending on the film or television production, the number of times it
may be broadcast, whether it is licensed to a network or a local station and,
with respect to local stations, whether the agreement provides for prime-time
or off-time telecasting. Licensing to domestic and foreign television stations
(syndication) is an important potential source of revenue for the Company,
although in recent years the prices obtainable for individual film and
television product in domestic syndication have declined as pay television
licensing has grown. The growth of pay television and home video technologies,
i.e. DVD (Digital Video Disk) and HDTV (High Definition television), has had an
adverse affect on the fees obtainable from the licensing of film and television
product to networks and local television stations. Thereby potentially
affecting the Company's ability to generate substantive revenue from this
particular venue; however increasing revenue potential in other areas.
Conversely, the Company may derive revenue from the marketing and sale, either
directly or through licensees, of motion pictures and other filmed or
videotaped product on videocassette or Digital Video Disk for playback on a
television set or monitor through the use of videocassette recorders ("VCRs"),
digital video disk recorders and continued advancements of pay television
(cable), satellite broadcast technologies, and Internet applications
domestically and internationally.

The Company currently holds the distribution rights to 301 motion picture and
television titles.  The revenue competition relative to existing or pending
exploitation agreements of the Company's film and television product library
and current and future production and distribution of projects is volatile due
to the many technological and innovative changes in the industry and also
changes regularly occurring in the international economy.

  LIQUIDITY AND CAPITAL RESOURCES

Cash decreased $24,103 from $49,199 at December 31, 2002 to $25,096 at December
31, 2003.  This decrease was due to $5,537 used in operating activities,
$17,564 used in investing activities, and $1,002 used in financing activities.
The $17,564 used in investing activites resulted from the Company's
expenditures for additional motion picture and television properties.

At December 31, 2003, the Company had lines of credit with three financial
institutions totaling approximately $110,000 and unused lines of credit
totaling approximately $96,167.

In accordance with the Securities and Exchange Commission "Regulation D", and
subject to Rule 144 restrictions, in 2003 the Company issued 860,290 shares of
its common stock for services and no shares for product or cash and 15,500
shares of preferred stock for product received in 2002. In 2002 the Company
issued 100,000 shares of its common stock and no shares of its preferred stock
for cash and 101,732 shares of its common stock and no shares of its preferred
stock for product and services acquired by or provided to the Company.  No
proceeds from the sale of the corporation's common stock or preferred stock has
ever been used to pay compensation to employees or executives of the Company.

The Company's principal liquidity at the end of 2003 included cash of  $25,096
and net accounts receivable of $84,000, and at the end of 2002 included cash of
$49,199 and net accounts receivable of $106,478. The Company's liquidity
position has remained sufficient to support on-going general administrative
expense, pilot programs, strategic position, and the garnering of contracts,
relationships and film and television product for addition to the Company's
library, and the financing, packaging, development and production of two
feature films and marketing and distribution of specialty television projects
and product.

Although the Company during 2002 and 2003 earned revenues, unless the Company
has an influx of additional capital, the Company will not be able to accomplish
its planned objectives and revenue projections. Accordingly, the Company
intends to resolve and provide for its liquidity needs as well as provide for
the needed capital resources to expand its operations through future proposed
public offerings of its common shares to the public. It is anticipated that
offerings may commence within the next 24 months for an amount to be determined
by the Company and its underwriter(s).

To meet the Company's interim liquidity and capital resources needs, the
Company is presently investigating the possibilities of future loans and is
considering future sales of unregistered common equity to accredited investors
under one or more exemptions that provide for same. In the event loans are
obtained, one of the terms may provide that such loans be repaid  from the
proceeds derived from the Company's contemplated public offering. A primary use
of public offering proceeds would be the further exploitation of the Company's
current completed product film and television library, participations in
completed films, and the continued development, production and
marketing/distribution of new film and television production opportunities.

The Company expects its marketing operations to expand considerably over the
next three years.  The current inventory and contracts acquired by the Company
are now beginning to be more vigorously exploited as the Company's focus moves
from extensive accumulation of product and contracts in an ownership capacity
to capital acquisition specifically for marketing purposes using recently
developed technologies.  Although the Company is conservative regarding its
policy concerning the use of borrowed operating capital, it is now in a
position to use its reputation and contacts in the industry to leverage
operating funds profitably.

  DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND
  MANAGEMENT'S STATEMENT REGARDING INTERIM PERIOD ADJUSTMENTS

The statements which are not historical facts contained in this Form 10-KSB are
"forward looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, that involve risks and uncertainties.  The words
"anticipate", "believes", "expect", "intend", "may" or similar expressions used
in this Form 10-KSB as they relate to the Company or its Management are
generally intended to identify such forward looking statements.  These risks
and uncertainties contained in this Form 10-KSB include but are not limited to,
product demand and market acceptance risks, the effect of  economic conditions
generally and retail/wholesale in the motion picture and television industry
and marketing conditions specifically, the impact of competition, technological
difficulties, capacity and supply constraints or difficulties, the results of
financing efforts, changes in consumer preferences and trends, the effect of
the Company's accounting policies, weather conditions, acts of God, and other
risks detailed in the Company's Security and Exchange Commission filings.  The
Company's management has made all the adjustments relative to the fiscal
yearend statements and the interim period therein, which in the opinion of
management are necessary in order to make the financial statements straight
forward, understandable and not misleading.

Item 7.  	Financial Statements.

WORLD WIDE MOTION PICTURES CORPORATION
Index to Financial Statements
								  Page

Reports of Independent Auditors					  F-2

Financial Statements:

   Consolidated Balance Sheets as of December 31, 2003 and 2002	  F-3

   Consolidated Statements of Operations for the years ended
      December 31, 2003 and 2002				  F-4

   Consolidated Statements of Stockholders' Equity
      for the years ended December 31, 2003 and 2002		  F-5

   Consolidated Statements of Cash Flows for the years ended
      December 31, 2003 and 2002				  F-6

   Notes to Consolidated Financial Statements			  F-7


F-2.

REPORT OF INDEPENDENT AUDITOR

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

I have audited the accompanying consolidated balance sheet of
World Wide Motion Pictures Corporation and subsidiaries (the
"Company") as of December 31, 2003 and the related consolidated
statements of operations, stockholders' equity, and cash flows
for the year then ended. These consolidated financial statements
are the responsibility of the Company's management.  My
responsibility is to express an opinion on these consolidated
financial statements based on my audit.

I conducted my audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of World Wide Motion Pictures Corporation and subsidiaries
as of December 31, 2003 and the results of their operations and
cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States.

The consolidated balance sheet of the Company as of December 31,
2003 includes motion picture and television properties (less
accumulated amortization) of $4,279,584.  As more fully described
in Notes 2 and 4 to the consolidated financial statements, the
properties are stated at the lower of amortized cost or estimated
fair value on an individual film basis.  Estimated fair values of
the respective properties are based on management estimates of
future revenues from the respective properties.  Actual future
revenues from these properties may differ materially from such
estimates as a result of many factors, including the amount of
capital available to exploit the properties.


				/s/ Michael T. Studer CPA P.C.
     				    Michael T. Studer CPA P.C.


Freeport, New York
February 11, 2005



REED & TAYLOR
CERTIFIED PUBLIC ACCOUNTANTS
PROFESSIONAL CORPORATION
220 W.CONGRESS - 2nd Floor
DETROIT, MI 48226
_____________________

ROBERT E. REED, CPA
LINDA W. TAYLOR, CPA

Telephone (313) 961-7258
Fax (313) 961-3110

INDEPENDENT AUDITOR'S REPORT


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

We have audited the consolidated balance sheets of
World Wide Motion Pictures Corporation and subsidiaries as of
December 31, 2002 and 2001, and the related statements of income,
stockholders' equity, and cash flows for the years then ended.
The 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 internal controls
and 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 presented fairly, in all material
respects, the financial position of World Wide Motion Pictures
Corporation and subsidiaries as of December 31, 2002 and 2001,
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.
Detroit, Michigan
February 22, 2005


F-3.

WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
							            December 31,
				 			        2003            2002
Assets

Cash						 	    $   25,096     $    49,199
Accounts receivable, less allowance for doubtful
   accounts of $68,500 and $0, respectively		        15,500         106,478
Motion picture and television properties, less
   accumulated amortization and writedowns of
   $6,324,914 and $78,292, respectively		             4,279,584      10,508,642
Equipment, less accumulated depreciation of $5,232
   and $188, respectively		 	                45,205 	        50,249
Other assets		                    		          -                634

Total assets					            $4,365,385     $10,715,202

Liabilities and Stockholders' Equity

Liabilities:
   Debt						    	    $   30,833     $    31,835
   Accounts payable and accrued liabilities		          - 	           710

   Total liabilities		 			        30,833 	        32,545

Stockholders' equity :
   Preferred stock, $.01 par value; authorized 1,000,000
    shares, issued and outstanding 468,217 and 454,217
    shares, respectively (liquidation preference of $4,682)	 4,682		 4,542
   Preferred stock, $10.00 par value; authorized 100,000
    shares, issued and outstanding 23,000 and 22,000
    shares, respectively (liquidation preference of $230,000)	230,000		220,000
   Common stock, $.001 par value; authorized
    100,000,000 shares, issued and outstanding
    13,034,752 and 12,174,462 shares, respectively		13,035 		12,174
   Additional paid-in capital		 		    10,418,672 	    10,420,920
   Retained earnings (deficit) 		 		    (6,331,837)		25,021

   Total stockholders' equity 		 		     4,334,552 	    10,682,657

Total liabilities and stockholders' equity		    $4,365,385 	   $10,715,202

See notes to consolidated financial statements.


F-4.

WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations

							      Year Ended December 31,
							         2003		2002

Operating revenues					   $    16,000 	   $   24,226

Operating costs and expenses:
   General and administrative (including stock-based
      compensation of $8,603 and $101, respectively)		51,539 	       54,837
   Provision for doubtful accounts		 		68,500 		  -
   Depreciation of equipment		 			 5,044 		  188
   Amortization of motion picture and television properties	 5,364 		5,364
   Writedown of motion picture and television properties     6,241,258 		  -

   Total operating costs and expenses		 	     6,371,705 	       60,389

Income (loss) from operations		 		    (6,355,705)	      (36,163)

Other income (expense):
   Interest income		 				   328 		  578
   Interest expense		 				(1,481)	       (1,797)

Net loss						   $(6,356,858)	      (37,382)

Loss per share - basic and diluted			   $     (0.51)	   $	(0.00)

Weighted average number of common shares outstanding:
   Basic		 				    12,531,720 	   12,093,769

   Diluted		 				    13,296,988 	   12,859,037

See notes to consolidated financial statements.


F-5.

WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2003 and 2002

								 Additional   Retained	  Total
		      Preferred Stock	    Common Stock	 Paid-in      Earnings	  Stockholders'
		      Shares    Amount	  Shares      Amount	 Capital     (Deficit)	  Equity

Balances,

   December 31, 2001  476,217 $224,542  11,972,730 $ 11,973   $ 9,498,821
									        $62,403   $9,797,739

Shares sold
   at $.001 per share	 -	   -	    100,000	  100	      -		    -		 100

Shares issued
   for services		 -	   -	    101,732	  101	      -		    -		 101

Adjustment to
   motion picture
   and television
   properties	 	 - 	   - 	       - 	   - 	   922,099 	    -	     922,099

Net loss		 -	   -	       -	   -	      -		(37,382)     (37,382)

Balances,

December 31, 2002    476,217    224,542	 12,174,462   12,174   10,420,920
										 25,021   10,682,657

Shares issued
   for services	 	 - 	   - 	    860,290	  861	     7,742	   - 	       8,603

Shares issued
   for payable	       15,000 	 10,140	       - 	   - 	    (9,990)	   - 	  	 150

Net loss	 	 - 	   - 	       - 	   - 	      -      (6,356,858)  (6,356,858)

Balances,

December 31, 2003   491,217	$234,682  13,034,752   $ 13,035 $10,418,672
									    $(6,331,837) $(4,334,552)

See notes to consolidated financial statements.


F-6.

WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows

							      Year Ended December 31,
							         2003		2002

Cash flows from operating activities:
   Net income (loss)					   $(6,356,858)    $  (37,382)
   Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
      Shares issued for services		 		 8,603		  101
      Provision for doubtful accounts receivable 		68,500 		   -
      Amortization of motion picture and television properties	 5,364 		5,364
      Writedown of motion picture and television properties  6,241,258 		4,181
      Depreciation of equipment		 			 5,044 		  188
      Changes in assets and liabilities:
         Accounts receivable		 			22,478 	       85,800
         Other assets		 				   634  	8,284
         Accounts payable and accrued liabilities		  (560)	       (4,024)

   Net cash provided by (used in) operating activities		(5,537)	       62,512

Cash flows from investing activities:
   Additions to motion picture and television properties       (17,564)		  -
   Equipment purchases		 				   - 		 (500)

   Net cash provided by (used in) investing activities	       (17,564)		 (500)

Cash flows from financing activities:
   Common stock sold for cash		 			   - 		  100
   Net increase (decrease) in debt		 		(1,002)	      (76,465)

   Net cash provided by (used in) financing activities		(1,002)	      (76,365)

Net increase (decrease) in cash		 		       (24,103)	      (14,353)

Cash, beginning of year		 				49,199 	       63,552

Cash, end of year					   $	25,096 	   $   49,199

Supplemental disclosures:
   Cash payments made during the year:
      Interest 						   $	 1,481 	   $ 	1,797

      Income taxes 					   $	   - 	   $ 	  -

See notes to consolidated financial statements.


F-7.

WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Years Ended December 31, 2003 and 2002

1. Description of Business

World Wide Motion Pictures Corporation ("WWMPC") was incorporated
in Michigan on December 9, 1980.   WWMPC and its subsidiaries
(collectively, the "Company") acquire, finance, produce, develop,
and distribute motion picture and television properties and render
consulting services to the entertainment industry.

2. Summary of Significant Accounting Policies

a. Principles of consolidation

   The consolidated financial statements include the accounts of
   WWMPC and its four wholly owned subsidiaries.  All significant
   intercompany balances and transactions are eliminated in
   consolidation.

b. Cash and cash equivalents

   For purposes of the consolidated balance sheets and statements
   of cash flows, the Company considers all highly liquid debt
   instruments purchased with a maturity of three months or less
   to be cash equivalents.

c. Revenue recognition

   The Company recognizes revenues in accordance with Statement
   of Position No. 00-2, "Accounting by Producers or Distributors
   of Films" (the "SOP") issued by the Accounting Standards
   Executive Committee of the American Institute of Certified
   Public Accountants in June 2000.

d. Motion picture and television properties

   Motion picture and television properties are stated at the
   lower of amortized cost or estimated fair value on an
   individual film basis.  The valuation is reviewed on a title-
   by-title basis and is determined using management's future
   revenue and cost estimates and a discounted cash flow approach.

   Costs of acquired libraries and other costs are amortized
   using the individual-film-forecast method, whereby costs are
   amortized and participation and residual costs are accrued in
   the proportion that current year's revenue bears to
   management's estimate of ultimate revenue at the beginning of
   the current year expected to be recognized from the
   exploitation, exhibition, or sale of the properties.
   Additional amortization is recorded in the amount by which
   the unamortized costs exceed the estimated fair value of the
   motion picture or television program.

   A substantial portion of the Company's properties are
   completed motion pictures and television programs purchased
   from third parties by the exchange of shares of WWMPC Common
   Stock and WWMPC Preferred Stock.

   Valuation methods of motion picture and television properties
   vary considerably within the industry.  In addition to
   completed properties, valuation may also apply to film and
   television productions under development or in production,
   distribution/syndication contracts, video or DVD properties,
   participation agreements, performer and production related
   contracts and various residuals.

e. Equipment

   Equipment is stated at cost.  Depreciation is provided using
   the straight-line method over the estimated useful lives of
   the respective assets.

f. Income taxes

   Income taxes are accounted for under the assets and liability
   method.  Deferred tax assets and liabilities are recognized for
   the estimated future tax consequences attributable to
   differences between the financial statement carrying amounts
   of existing assets and liabilities and their respective tax
   bases and operating loss and tax credit carryforwards.
   Deferred tax assets and liabilities are measured using enacted
   tax rates in effect for the year in which those temporary
   differences are expected to be recovered or settled.

g. Estimates

   The preparation of financial statements in conformity with
   accounting principles generally accepted in the United States
   requires management to make estimates and assumptions that
   affect the reported amounts of assets and liabilities and
   disclosure of contingent assets and liabilities at the date
   of the financial statements and the reported amounts of
   revenues and expenses during the reporting period.  Actual
   results could differ from those estimates.

h. Loss per share

   Basic earnings (loss) per share is calculated based on the
   weighted average common stock outstanding for the period.
   Diluted earnings (loss) per share includes the impact of
   convertible securities (such as convertible preferred stock),
   if dilutive.

i. Stock-based compensation

   The Company expenses stock-based compensation at fair value
   in accordance with SFAS No. 123, "Accounting for Stock-Based
   Compensation".

j. Reclassification

   Certain prior year information has been reclassified to be
   comparable to the current year presentation.

3. Motion Picture and Television Properties

Motion picture and television properties consist of:

							      Year Ended December 31,
							         2003		2002

   Acquired library of completed motion
    pictures and television productions			   $ 9,698,549	   $ 9,698,549
   Acquired screenplays and development costs		       905,949	       888,385

   Totals						    10,604,498	    10,586,934

   Accumulated amortization and writedowns		    (6,324,914)	       (78,292)

   Motion picture and television properties - net	   $ 4,279,584	   $10,508,642

Motion picture and television properties (net) changed as follows:

							      Year Ended December 31,
							         2003		2002

   Balance, beginning of year				   $10,508,642	   $ 9,596,088
   Additions							17,564	       917,918
   Amortization							(5,364)	        (5,364)
   Writedowns						    (6,241,258)		   -

   Balance, end of year					   $ 4,279,584	   $10,508,642

4. Debt

Debt consists of:
							            December 31,
				 			        2003            2002
   Due bank (under $70,000 line of credit),
      interest at 8%, due in monthly installments
      of principal and interest, secured by personal
      guarantees of WWMPC officers			   $    13,833 	   $    14,835

   Due related party, interest at 0%, due on demand
      (lender has agreed to waive payment until such
      time as the Company has sufficient working
      capital to accomplish its objectives)		 	17,000 		17,000

   Totals						   $	30,833 	   $	31,835

   At December 31, 2003, the Company had lines of credit with
   three financial institutions totaling approximately $110,000
   and unused lines of credit totaling approximately $96,167.

5. Preferred Stock

   Commencing in 1988, WWMPC has issued different series of
   preferred stock, some $.01 par value and some $10.00 par value,
   to acquire motion picture and television properties and to
   compensate for services.  The preferred stock ranks senior to
   the common stock in respect of dividends and liquidation rights.
   Shares of preferred stock are nonvoting and are not entitled to
   mandatory dividends.  Some series of preferred stock are
   convertible into common stock; other series are not.

At December 31, 2003, preferred stock consists of:

						Number
			Number			Shares of
			Shares of		Common Stock
Series			Preferred Stock		Convertible Into

$.01 Par Value:
89-B			     717 		  2,868
91-C			   1,000 		  4,000
02-D+E			  26,000 		104,000
94-F+E			  51,000 		 20,400
94-H+I			   7,500 		 30,000
96-J			  15,000 		 30,000
99-K			  10,000 		      0
00-L+M			  25,000 		      0
01-M+O			  28,000 		      0
02-Q			  75,000 		150,000
02-R			 200,000 		400,000
02-S			  10,000 		 20,000
02-T			   5,000 		      0
03-U			  14,000 		      0

$.01 par value totals	 468,217 		761,268

$10.00 Par Value:
88-A			  20,000 		  4,000
01-N+P			   2,000 		      0
03-V			   1,000 		      0

$10.00 par value totals	  23,000 		  4,000

Total preferred stock	 491,217 		765,268

6. Income Taxes

   WWMPC and its subsidiaries file consolidated federal income
   tax returns.

   The Company's effective tax rate differs from the U.S. federal
   income tax rate for the following reasons:

							      Year Ended December 31,
							         2003		2002

   Computed federal income tax (benefit) at 34%		   $(2,161,332)	   $   (12,710)
   Computed state income tax (benefit), net of federal
    tax effect		     				      (370,885)		(2,181)
   Change in valuation allowance		 	     2,532,217 		14,891

   Provision for (benefit from) income taxes		   $	 - 	   $	   -

   Management has not determined it to be more likely than not
   that a deferred tax asset attributable to the future utilization
   of net operating loss carryforwards as of December 31, 2003 will
   be realized.  Accordingly, the Company has provided a 100%
   allowance against the deferred tax asset in the financial
   statements at December 31, 2003.  The Company will continue to
   review this valuation allowance and make adjustments as
   appropriate.  The net operating loss carryforwards are available
   in varying amounts through year 2023 to offset future taxable
   income.

7. Commitments and Contingencies

   Employment agreement - On October 20, 1983, WWMPC executed an
   agreement with its president (hereafter, "Hancock").  The
   agreement provided that Hancock will be the chief executive
   officer of WWMPC until April 1, 2012 (April 1, 2022, if renewed
   by Hancock).  Under the agreement, Hancock is entitled to an
   annual salary of $85,000 per year for 1983 and annual salaries
   thereafter equal to $85,000 plus annual increases equal to the
   greater of (a) $15,000 or (b) proportionate increases in the
   Consumer Price Index, plus up to 5% of certain revenues earned
   by the Company.  On February 11, 2005, Hancock waived certain
   compensation due him and acknowledged that compensation due him
   was fulfilled as of December 31, 2003.

   Lease agreement - The Company leases its office in Huntington
   Beach, California under a one year lease at rentals of $676
   per month.

8. Subsequent Events

   In the year ended December 31, 2004, WWMPC issued a total of
   10,747,000 shares of common stock; 9,247,000 shares for services
   rendered and 1,500,000 shares for motion picture and television
   properties.


Item 8.   Changes in and Disagreements With Accountants on
          Accounting and Financial Disclosure.

N/A

Part III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance With Section 16(a) of the Exchange
          Act.

The Board of Directors is divided into three classes as nearly
equal in number as may be, with the term of office of one class
expiring each year.

When the number of directors is changed, any newly created
directorships or any decrease in directorships are so
apportioned among the classes as to make all classes as nearly
equal in number as possible.  When the number of directors is
increased by the Board and any newly created directorships are
filled by the Board, there are no classifications of the
additional directors until the next annual meeting of
shareholders.  Notwithstanding the foregoing, unless voting
rights thereon are equated to those on the Common Stock,
whenever the holders of any series of Preferred Stock are
entitled, voting separately as a class, to elect directors, the
terms of all directors elected by such holders expires at the
next succeeding annual meeting of shareholders.  Subject to the
foregoing, at such annual meeting of shareholders the successors
to the class of directors whose term then expires are elected to
hold office for a term expiring at the third succeeding annual
meeting.

At each annual meeting of the shareholders for the election of
the directors (or special meeting of shareholders in lieu
thereof) at which a quorum is present, those persons equal in
number to the number of director positions for which a class,
series or aggregation of classes and/or series are voting, who
receive the highest number of votes in such class, series or
aggregation which is voting for directors, counting all
shareholders voting in person or by proxy entitled to vote
therefore, are elected as directors.

Vacancies that occur prior to the expiration of the then current
term (whether as a result of a newly created director position
on the Board or otherwise), if filled by the Board shall be
filled only until the next succeeding annual meeting.  Each of
the directors of the Company hold office until the annual
meeting of shareholders at which the class to which the director
has been elected has expired and until his successor is elected
and qualified or until his earlier death, resignation or
removal.

<TABLE>
The following sets forth the names and ages of all of the
Directors and Executive Officers of the Company, positions held
by such person, length of service, when first elected or
appointed and term of office.

<CAPTION>
DIRECTOR AND/OR
EXECUTIVE OFFICER                          FIRST ELECTED  TERM OF
NAME AND AGE              POSITION         OR APPOINTED    OFFICE
---------------           ---------        ------------    ------
<S>                       <C>                 <C>          <C>
Charles Bailey           Chairman of the      1985           2006
Age 71                   Board of Directors

Paul D. Hancock	         President/Chief      1977  Director/2006
Age 48                   Executive Officer          Officer/2015
                         and Director

A. Robert Sobolik        Exec. Vice President 1981  Director/2006
Age 68            	 Treasurer and Director     Officer/
                                                    Indefinite

Larry Epstein, Esq.      Secretary            1989  Director/2004
Age 55                   Director                   Officer/
                                                    Indefinite

John R. Woodward         Vice President,      1982  Director/2006
Age 53                   Film Production and        Officer/
                         Distribution               Indefinite
                         Director

George T. Lindsey        Vice President,      1982  Director/2006
Age 66                   Creative Development       Officer/
                         Director                   Indefinite

James J.Aitken,C.P.A.    Vice President,      1982  Director/2006
Age 63                   Finance and                Officer/
                         Administration, Director   Indefinite

John D. Foley            Director             1990     2004
Age 53

Robert E. Capps, Jr.     Director             1990     2004
Age 53


DIRECTOR AND/OR
EXECUTIVE OFFICER                          FIRST ELECTED  TERM OF
NAME AND AGE              POSITION         OR APPOINTED    OFFICE
---------------           ---------        ------------    ------

Lewis O'Neil             Director             1998	     2006
Age 52

Ben Whitfield Jr. Esq.   Director             1980           2004
Age 54

Brendan Cahill           Director             1986           2006
Age 57

Alex Trebek              Director             1987           2004
Age 63

Leroy J. Steele          Director             1987           2004
Age 81

Robert Lisnow            Director             1998           2006
Age 54

Peter Lallos             Director             1988	     2006
Age 70

Philip Langwald          Director             1985           2006
Age 97

Fred Baron	         Director             1994	     2006
Age 52

Charles Newirth          Director             1994           2006
Age 48

Tony Miller              Associate V.P.       1999        Indefinite
Age 58                   Production

Brian J. Patnoe	         Associate V.P.       1986        Indefinite
Age 45                   Administration

Michael Maghini          Associate V.P.       1985        Indefinite
Age 46                   Finance
</TABLE>

CHARLES C. BAILEY, age 71* - Mr. Bailey is the Chairman of the
Board of the Company.  Mr. Bailey has most recently been the
producer of a variety of Broadway and other theatrical stage
productions including the award winning musical "My One and Only"
with Twiggy and Tommy Tune, "Stardust" with Sean Young, 'Lucky
Guy' with Faith Prince, and "Dream" with Lesley Ann Warren and
Margaret Whiting.  In addition, he is the Executive Producer of
King Street Productions,  a theatrical production company in New
York City, which develops and produces Broadway and regional
stage productions.  Prior to his professional Broadway
activities, Mr. Bailey was Senior Vice President of Thompson
McKinnon Securities Inc. and previously Vice President of
Prudential Bache Securities (now Prudential Securities), both in
New York and two of Wall Street's leading investment banking
firms.  As a fully licensed investment banker with Prudential
Bache and Thompson McKinnon, Mr. Bailey prepared a wide variety
of multi-million dollar national municipal bond issues for the
capital markets and was responsible for the underwriting of those
and other issues.  In conjunction with Mr. Bailey's investment
banking responsibilities, he was the principal of O.B. Bailey
Associates, a financial advisory service.  He has been involved
in international business and finance for more than 35 years,
encompassing organizations and enterprises throughout the Orient,
Europe, South America and the Middle East.  He is a graduate of
Hamilton College in New York and a member of several professional
organizations including past National Director, International
Director of the United States Junior Chamber of Commerce and
Commission Chairman of Junior Chamber International (JCI).

PAUL D. HANCOCK*, age 48 -  Mr. Hancock is the President and
Chief Executive Officer of the Company.  He is the founder and
developer of its film/television production concept and corporate
mission objectives, and has served as President and Chief
Executive Officer since its inception. Prior to and during his
tenure with the corporation, he has functioned as a production
and business advisor to various film financing and production
companies and has supervised the development/packaging and
production of a wide variety of moderately budgeted/cost-
controlled feature film and television projects.  Mr. Hancock was
responsible for leading one of the first exploratory film finance
teams to the Wall Street capital markets in the late 1970's in
order to develop and encourage motion picture financing by the
investment banking community.  He was instrumental in the
formulation of entertainment industry relationships specifically
in moderate budget feature film production financing with
companies such as E.F. Hutton & Co.; Kidder, Peabody and
Prudential-Bache Securities.  Mr. Hancock has also been a
lecturer on various aspects of the entertainment industry,
entrepreneurship and finance at University Graduate Schools of
Business, seminars and conferences, is a frequent radio talk show
guest discussing independent film financing, production and
marketing, and is published in various print media encompassing
film and television industry topics.  He has developed and
maintained a specialized expertise in and conducted diverse
consulting for motion picture and television financial packaging,
specifically for public securities offerings, private sector
investments and commercial banking.  He was previously employed
in a variety of management capacities in the theater and hotel
businesses for Farber Enterprises and Ramada Incorporated.  Mr.
Hancock attended the Cranbrook Academies, Eastern Michigan
University, and the University of California at Los Angeles.  He
belongs to several professional organizations including the
Academy of Television Arts and Sciences.

A. ROBERT SOBOLIK*, age 68- Mr. Sobolik is the Executive Vice
President and Treasurer of the Company.  He has previously held
senior corporate positions including Vice President of Operations
for Stratavision Inc. in Southern California specializing in
computer software development. Mr. Sobolik has been a financial
consultant and advisor to various international and U.S. Fortune
500 corporations including HRT Industries; Senior
Consultant/financial services, Saudi Airlines in Saudi Arabia and
Senior Project Manager for Sierra Power Co. and the Texas
Legislative Counsel.  Prior to his consulting services, he was
Project Manager and Director for computer systems in corporate
development with the U.S. Borax Chemical Corporation and before
that supervised computer operations, computer systems and
corporate data processing.  He has also been a Manager and
Controller of computer operations for a major Los Angeles based
corporation.  Mr. Sobolik has served in corporate management for
more than twenty-five years in business, finance and industry
throughout the western U.S. and abroad.

LARRY EPSTEIN, age 55- Mr. Epstein is the Secretary of the
Company.  He is a practicing attorney in Southern California He
has been a sole practitioner since 1987 specializing in business,
family and entertainment law.  He was previously involved for
three years as Executive Vice President and in-house legal
counsel to Cherrystone Pictures, Inc., an independent feature
film production company based in Los Angeles, and in that
capacity oversaw all corporate and administrative fiduciary
responsibilities of the company and orchestrated all
documentation for domestic and international co-ventures and
related agreements.  Prior to his production company involvement,
Mr. Epstein was a Senior Partner in the Los Angeles-based law
firm of Abouaf, Epstein, Meyers & Gronemeier, specializing in
business, tax, and entertainment law.  He is a member of the
State Bar of California, San Fernando Valley Bar Association, Los
Angeles County Bar Association and The American Bar Association.
Mr. Epstein has sat  for 7 years as special referee and judge for
the State Bar of California and is also currently Judge Pro Tem
for the Superior Court, State of California, County of Los
Angeles.

JOHN R. WOODWARD, age 53- Mr. Woodward is the Vice President for
Film Production of the Company.  He is responsible for the
technical production procedures of the film and television
projects the Company produces or co-produces. His career has
spanned more than 20 years of both independent and studio film
and television production for numerous companies such as
Twentieth Century Fox, Paramount Pictures, Sony Pictures, Jerry
Bruckheimer Films and Castle Rock Entertainment. Including studio
involvement,  he was executive in charge of production for
independent production company Melco General, Incorporated in Los
Angeles.   He has been a senior member of the production team for
a wide variety of film and television projects, including most
recently "Liar Liar", "Gattaca", "Wild Thing",  "Sweet Dreams",
"Flashdance", "The Manitou", "Tales from the Crypt", "Young Guns
II", "Universal Soldier", and the recent Academy Award nominated
"Shawshank Redemption", among many others.  Mr. Woodward has
additionally been associated with and instrumental in productions
at other major studios such as Warner Brothers, Columbia, Disney,
the C.B.S. Studio Center, Samuel Goldwyn, and Bavaria-Atelier
Studio in Germany.  His television commercial background is
varied having worked on commercials for the Sony Corporation,
Lincoln- Mercury, and Pepsi.  He has specialized training and
expertise in pre-production through post production coordination
and requirements, and film production budget control.  He holds a
Bachelor of Arts degree in Visual Arts, a Masters degree in
Cinema Production, and is a member of the Director's Guild of
America.

GEORGE T. LINDSEY, age 66- Mr. Lindsey is the Vice President of
Creative Development of the Company.  He is responsible, with the
production committee, for the selection and development of film
projects for the Company.  His film career spans over twenty-five
years of literary and production film work.  He has most recently
completed writing feature film projects for New West Films Corp.
He has been associated in the past with film production houses
and television stations, including service as an executive
producer and director on the staff of the National Broadcasting
Company and its affiliate W.R.C.-T.V. and W.I.T.F.   Formerly, as
President of a motion picture production company, he produced
documentaries and docudramas throughout Europe, Africa, and South
America.  He has worked with such talent as Eli Wallach, Henry
Fonda, Raymond Massey, Leonard Nimoy, Brock Peters and Lorne
Green.  Mr. Lindsey has done in-depth work in the field of pre-
production of motion picture projects and has earned  over
eighteen national film awards for film and television
productions, including regional emmy awards, local  emmy  awards,
the N.E.T. award for excellence in film production along with
gold, silver and bronze medals in film production from the New
York International Film Festival.  He is a member of the Writer's
Guild of America, West, Inc. and the Director's Guild of America.

JAMES J. AITKEN, age 63- Mr. Aitken is the Vice President of
Finance and Administration of the Company.  He is responsible for
the overall business management and administrative systems of the
Company.  He is a Certified Public Accountant and was formerly a
Partner and Regional Manager for Ernst & 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 53- Mr. Foley is currently President,
Worldwide Distribution for October Films and was previously
Executive Vice President of City Cinemas, a theatrical exhibition
corporation in New York, and Executive Vice President of Miramax
Films overseeing all theatrical acquisitions and distribution.
Prior to Miramax, he was President of MGM/UA and was recruited by
MGM in 1987 as Vice President/Sales where he managed domestic
sales in the Southern and Western divisions of the United States.
 In 1989 he was named President, managing all North American
activities for the company.  Certain recent Miramax and MGM
production successes he was instrumental in include "Pulp
Fiction", "Benny and Joon" and "Untamed Heart".  Other past
productions he has been instrumental in include "Rainman", "A
Fish Called Wanda", and "Moonstruck".  Mr. Foley began his film
career in 1975 on the East Coast with Columbia Pictures.  He held
various management positions with Columbia during his tenure with
the company, encompassing regional sales throughout the midwest
and southern United States.  In 1986, DeLaurentis Entertainment
Co. recruited him as Vice President of Distribution to establish
the distribution operations for the company's opening in 1986.

ROBERT E. CAPPS, JR., age 54-   Mr. Capps, most recently
Executive Vice President-Film for United Artists, has been
involved in the marketing, distribution and exhibition of feature
motion pictures for more than 25 years.  Formerly, Senior Vice
President and General Sales Manager for Tri Star Pictures, he has
been instrumental in the development of new film marketing
technology strategies for the motion picture industry, primarily
the theatrical market.  He has been directly involved in the
building and expansion of distribution departments for companies
such as Columbia Pictures, Paramount Pictures, and MGM.  Mr.
Capps was an instrumental force over the span of his career in
the distribution and exhibition of a wide variety of both major
and independent feature films including such classic film
productions as the "Terminator" films, "Legend of Boggy Creek",
and "Where the Red Fern Grows".  He has also been a consultant to
such major domestic and international exhibitor chains as Mann,
Loew's and AMC.

LEWIS O'NEIL, age 52- Mr. O'Neil was most recently Executive
Vice President, Domestic Distribution for Polygram Filmed
Entertainment overseeing all domestic theatrical exhibition of
Polygram Films. Prior to Polygram he was Senior Vice
President, domestic theatrical distribution for Twentieth
Century Fox Film Corporation overseeing all theatrical
exhibition of Fox Film throughout the western United States.
Prior to his tenure with Fox, he was Executive Vice President
of Metropolitan Theaters, a regional exhibition chain in the
southwest. Certain major feature films Mr. ONeil has been
instrumental in the distribution of include "Rocky",
"Ghostbusters", "Dances with Wolves", "Star Wars Trilogy" and
"Independence Day". He has also been a consultant in the area
of theatrical exhibition and distribution to various
independent producers, production companies and industry
professionals including Michael Ovitz (Artists Management
Group), the new entertainment website iAM.com, and the recent
advance in theatrical film projection known as Maxivision.

ROBERT LISNOW, age 54-  Mr. Lisnow is currently a practicing
attorney in Southern California, with an emphasis in business
transactional/entertainment law and litigation.  He was
formerly a partner in the law firm of Karpel, Karpel & Lisnow
located in Los Angeles specializing in business, entertainment
and real estate litigation.  Mr. Lisnow's business and
corporate background also includes past managing director of
Forstmann & Rayfield (formerly Forstmann & Co.), a venture
capital/investment banking firm overseeing a multi-million
dollar portfolio of various industries throughout the world
including high technology, global communications and
environmental sciences.  Prior to Forstmann & Co., Mr. Lisnow
was a principal in the artist management firm of Mitchell,
Lisnow Business Management, Inc. overseeing the careers of a
wide variety of theatrical and commercial performers such as
television and screen artists James Best, Tim Reid and Frank
Bonner.  More recently, Mr. Lisnow has acted in the capacity
of Managing Member/Counsel of Intermedia Video Products (LLC),
a VSDA (Video Sales Dealers Association), MPAA (Motion Picture
Association of America) approved supplier of videotape, video
equipment and video services with major film and television
industry clients.

BENJAMIN WHITFIELD, JR., ESQ., age 54 - 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 57- Mr. Cahill was most recently Vice
President for Music and Creative Affairs for Universal Studios.
Prior to his employment with Universal, he was Vice President in
charge of creative affairs and musical director at Columbia
Pictures and is currently a development and production consultant
in the film/television industry and production consultant to
Michael Phillips and Michael Douglas (Michael Douglas
Productions).  He has in the past been a personal advisor for
production and musical affairs to Steven Spielberg (Amblin Light
Entertainment), having been involved with such film projects as
BACK TO THE FUTURE, CLOSE ENCOUNTERS OF THE THIRD KIND and E.T.,
THE EXTRA TERRESTRIAL.  In the 1960's, Mr. Cahill was credited
with being integral in the success of such musical groups as the
Birds, Jefferson Starship, and the Monkees, and was executive
producer on the successfully syndicated television show, THE
PARTRIDGE FAMILY for ABC.  Other feature film and television
production credits for Mr. Cahill include CALIFORNIA SUITE, THE
BREAKFAST CLUB, OUT OF AFRICA, MIAMI VICE, and the Emmy Award
winning MURDER SHE WROTE.

ALEX TREBEK, age 63- Mr. Trebek has been involved in the
television industry for over twenty-five years as a producer,
host and innovator of a wide variety of entertainment shows.  He
has produced and hosted the internationally successful game-show
JEOPARDY which has been the second highest rated television show
in syndication.  Mr. Trebek was also the host of the successful
television game show CLASSIC CONCENTRATION.  As a television
media executive, he is currently developing other projects for
television and film as well.  Mr. Trebek, originally from
Sudbury, Ontario, Canada, worked for the Canadian broadcasting
company (C.B.C.) throughout the 1960's and early 70's before
relocating to the United States in 1973.

LEROY J. STEELE, age 81-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.

PETER LALLOS, age 70- 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 Company, 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 97- Mr. Langwald is Chairman Emeritus of
the Board of Directors of the Company and is currently a retired
municipal administrative executive.  He has been involved with
land development and appraising for real estate and managing the
construction and development of shopping and residential areas in
the midwestern United States.  He was formerly with the United
States Department of Labor and Internal Revenue Audit Division.

FRED BARON, age 52- 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 48- Mr. Newirth is currently an established
independent producer and executive producer in the motion picture
industry and has been responsible for the production of such
major motion pictures as the recently released "Patch Adams" with
Robin Williams, "City of Angels" with Meg Ryan and Nicolas Cage,
the Academy Award winning and highly successful "Forrest Gump"
with Tom Hanks, as well as "Bugsy" with Warren Beatty, "Toys"
with Robin Williams, and "The American President" with Michael
Douglas.  His career in feature film production has also included
production manager for such films as "Pretty in Pink", "Robocop",
and "The Abyss".  In addition, he has worked in other diverse
senior production positions as production supervisor, production
coordinator, and location manager.

TONY MILLER, age 58- Mr. Miller is a veteran of more than 25
years in the motion picture industry.  His job
responsibilities within the industry have included co-
production, editing and post production supervision for a wide
variety of feature film and television projects.  He has acted
in the capacity of editor of over 40 feature films and 50
television productions.  He has also produced 10 feature
films, 180 television commercials, a variety of music videos,
as well as directed and edited electronic video press kits.
Mr. Miller was in charge of production for the Cinamerica
Satellite Network and The Professionals Group, both located in
Southern California, supervising a variety of different types
of film and video productions.  He has also served in numerous
production capacities for New World Pictures, United Artists,
MGM, A&M Records, CBS and Universal Pictures.  He was the
executive producer, editor and post production supervisor for
the Witchcraft series of feature films, the most successful
direct to video film series ever produced.  He has won
numerous awards including the Houston World Fest Gold Award
for best dramatic picture, as co-producer and editor of the
feature film DREAMRIDER with James Earl Jones.   Mr. Miller is
a graduate of the University of California, Los Angeles and
was the head of the film and television department at the
prestigious Harvard Westlake School in No. Hollywood,
California.

BRIAN J. PATNOE, age 45- Mr. Patnoe's tenure with the
corporation began in 1987 as Executive Assistant in the areas of
finance and administration.  In 1989, he was elevated to the post
of Associate Vice President, Administration, working as key
liaison between senior officers of the corporation and members of
the Board of Directors.  His responsibilities also included
monitoring and maintaining WWMPC's corporate due diligence data
information, finance material information, and monitoring basic
stockholder relations.  He has worked closely with senior
management of the company in the negotiations of co-financing
production scenarios with domestic and foreign companies,
consortiums, and independent financiers.  Mr. Patnoe has also
been associated with Siemens and Motorola ISG as national
accounts manager and McDonnell Douglas Corporation as a
configuration management analyst and product definition
specialist; both senior technical and analytical corporate
administrative positions assuring quality control and
infrastructure communications. He maintains a degree in Business
Administration and Economics from California State University,
Fullerton and a Masters in Business Administration from the
University of Southern California.

MICHAEL MAGHINI, age 46- Mr. Maghini was most recently Vice
President with Eden Financial Group, a Wall Street investment
banking firm providing wholesale financial products to associate
brokerage firms around the country, as well as a Managing Partner
and Vice President with Famco, Inc. a real estate holding company
in New York City.  Mr. Maghini's well established financial
experience, including his executive association for investment
with the Putnam's Golden Scale Council, and his membership in the
Million Dollar Round Table Club, complement his past investment
management and development training with Paine Webber.  Prior to
Paine Webber, he held an investment executive position with
Thompson McKinnon Securities.  Mr. Maghini has helped develop the
investment banking division of a major New York financial firm
and has also managed a variety of many diverse institutional and,
private investment portfolios.  He is a graduate of Southern
Connecticut University where he received his Bachelor of Science
Degree in Political Science and Economics.

* (Indicates members of the Executive Committee)

FAMILY RELATIONSHIPS

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






Item 10.	Executive Compensation.
<TABLE>
The summary compensation table below sets forth certain
information for all compensation, including: annual, long term and
stock compensation paid for services rendered to the Company in
all capacities for the fiscal years ended December 31, 2003,
2002, and 2001.
<CAPTION>

SUMMARY COMPENSATION TABLE

                Annual Compensation Long-Term Compensation Awards        Payouts

								         Annual       Securities
Name and                                    Other     Stock   Restricted Underlying
Principal Position     Year Salary Bonus Compensation Awards  Awards     Options/LTIP All Other
(a)                    (b)  ($)(c) ($)(d) ($)(e)      ($)(f)  SARs(#)(g) Payouts($)(h)Comp.($)(i)
*,**,***
--------------------- ---- -------- -----  ----------  -----   --------   ------      --------
<S>                     <C>   <C>    <C>      <C>       <C>        <C>       <C>       <C>
Charles Bailey**      2002     0      0        0         0     5,000         0         0
Chairman of the Board 2001     0      0        0         0     25,000        0         0
                      2000     0      0        0         0     0             0         0

Paul D. Hancock*/**   2002 385,000    0        0         0     50,000        0         0
President, CEO ***    2001 370,000    0        0         0     1,080,000     0         0
                      2000 355,000    0        0         0     250,000       0         0

A. Robert Sobolik */**2002     0      0        0         0     5,000         0         0
Exec. V.P./Treasurer  2001     0      0        0         0     40,000        0         0
                      2000     0      0        0         0     25,000        0         0

Larry Epstein */**    2002     0      0        0         0     10,000        0         0
Secretary             2001     0      0        0         0     50,000        0         0
                      2000     0      0        0         0     500,000       0         0

John R. Woodward */** 2002     0      0        0         0     10,000        0         0
Vice President        2001     0      0        0         0     100,000       0         0
                      2000     0      0        0         0     50,000        0         0


George T. Lindsey */**2002     0      0        0         0     5,000         0         0
Vice President        2001     0      0        0         0     5,000         0         0
                      2000     0      0        0         0     25,000        0         0

James J. Aitken */**  2002     0      0        0         0     5,000         0         0
Vice President        2001     0      0        0         0     35,000        0         0
                      2000     0      0        0         0     25,000        0         0

John R. Foley**       2002     0      0        0         0     4,000         0         0
Director              2001     0      0        0         0     20,000        0         0
                      2000     0      0        0         0     100,000       0         0

Robert E. Capps Jr. **2002     0      0        0         0     2,000         0         0
Director              2001     0      0        0         0     10,000        0         0
                      2000     0      0        0         0     50,000        0         0

Lewis O'Neil          2002     0      0        0         0     4,800         0         0
Director              2001     0      0        0         0     4,800         0         0
                      2000     0      0        0         0     50,000        0         0

Benjamin Whitfield Jr.**2002   0      0        0         0     5,000         0         0
Director              2001     0      0        0         0     5,000         0         0
                      2000     0      0        0         0     25,000        0         0

Brendan Cahill**      2002     0      0        0         0     4,000         0         0
Director              2001     0      0        0         0     4,000         0         0
                      2000     0      0        0         0     20,000        0         0

Alex Trebek**         2002     0      0        0         0     4,000         0         0
Director              2001     0      0        0         0     4,000         0         0
                      2000     0      0        0         0     20,000        0         0

LeRoy J. Steele**     2002     0      0        0         0     0             0         0
Director              2001     0      0        0         0     0             0         0
                      2000     0      0        0         0     0             0         0

Robert Lisnow         2002     0      0        0         0     5,000         0         0
Director              2001     0      0        0         0     45,000        0         0
                      2000     0      0        0         0     0             0         0

Philip Langwald**     2002     0      0        0         0     0             0         0
Director              2001     0      0        0         0     0             0         0
                      2000     0      0        0         0     0             0         0

Fred Baron **         2002     0      0        0         0     0             0         0
Director              2001     0      0        0         0     0             0         0
                      2000     0      0        0         0     0             0         0

Charles Newirth**     2002     0      0        0         0     0             0         0
Director              2001     0      0        0         0     0             0         0
                      2000     0      0        0         0     0             0         0

Tony Miller           2002     0      0        0         0     2,000         0         0
Associate V.P.        2001     0      0        0         0     10,000        0         0
                      2000     0      0        0         0     0             0         0

Brian J. Patnoe*      2002     0      0        0         0     20,000        0         0
Associate V.P.        2001     0      0        0         0     100,000       0         0
                      2000     0      0        0         0     100,000       0         0

Michael Maghini*      2002     0      0        0         0     2,000         0         0
Associate V.P.        2001     0      0        0         0     10,000        0         0
                      2000     0      0        0         0     10,000        0         0

</TABLE>
Footnote: 2002 data reflects 2001 re-organization.

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

** Indicates - Certain members of the Board of Directors who are
not officers of the Company receive a mutually agreeable amount
of restricted Rule 144 common stock of the Company for each board
meeting that they attend and are also periodically reimbursed for
the travel expenses incurred, if any, to attend such meetings.

*** Indicates - The President and Chief Executive Officer has
waived accumulated back salary of $4,960,371.   Also, he has
agreed to waive his current salary indefinitely as long as the
Company does not have sufficient funds on hand.  In return he has
agreed to also accept common stock, or preferred convertible
stock of the Company at $.10 per share equivalent or mutually
agreeable stock options in lieu of cash, at the Company's
discretion, except in the event of a merger or takeover of the
Company in which he descents.

ARRANGEMENTS WITH DIRECTORS

As indicated above, there are certain arrangements or
understandings regarding compensation for services provided by a
director including additional consideration payable for special
assignments.  Each of the directors and/or executive officers of
the Company has an understanding with the Company regarding
compensation by the Company as an officer of the Company either
in terms of duties, which will be rendered on behalf of the
Company or in their capacity as an independent associate or as an
associate of one of the Company's wholly-owned subsidiaries.

The Company has evaluated the experience and reputation of its
directors and allocated compensation of common stock accordingly.
Executive officers of the Company maintain various terms and
conditions relative to compensation in their specific employment
contracts.
<TABLE>
The following sets forth the security ownership of Management of
the Company and any holders of the Company's common stock known
to own 5% or more of the Company's issued and outstanding common
stock. (in alphabetical order)
<CAPTION>

          NAME OF                       AMOUNT & NATURE
TITLE     BENEFICIAL OWNERSHIP          BENEFICIAL      PERCENT
OF CLASS  OFFICERS AND DIRECTORS        OWNERSHIP       OF CLASS
--------- ----------------------        -------------   --------
<S>                <C>                   <C>              <C>
Common    James J. Aitken                95,000           .73%
          Vice President, Fin. & Adm.    Sole Ownership
          Corporate Director             Sole Voting Power
          12199 55th Ave.
          Remus, MI 49340

Common    Charles C. Bailey              64,000           .49%
          Chairman of the Board          Sole Ownership
          42 King Street                 Sole Voting Power
          New York, NY 10014

Common    Fred Baron                     20,000           .15%
          Corporate Director             Sole Ownership
          531 N. Lillian Way             Sole Voting Power
          Los Angeles, CA 90004

Common    Brendan Cahill                 50,000           .38%
          Corporate Director             Sole Ownership
          13816 Bora Bora Way            Sole Voting Power
          Marina Del Rey, Ca 90292

Common    Robert E. Capps, Jr.           59,200           .45%
          Corporate Director             Sole Ownership
          c/o 2120 Main St., Suite 180   Sole Voting Power
          Huntington Beach, CA 92648

Common    Larry Epstein, Esq.            205,333           1.57%
          Secretary                      Sole Ownership
          Corporate Director             Sole Voting Power
          11733 Baird Ave.
          Northridge, CA 91326

Common    John D. Foley                  60,000            .46%
          Corporate Director             Sole Ownership
          c/o 2120 Main St., Suite 180   Sole Voting Power
          Huntington Beach, CA 92648

Common    Paul D. Hancock                2,834,088        21.74%
          President/C.E.O.               Sole Ownership
          Corporate Director             Sole Voting Power
          124 8th Street, #8
          Huntington Beach, CA 92648


          NAME OF                       AMOUNT & NATURE
TITLE     BENEFICIAL OWNERSHIP          BENEFICIAL      PERCENT
OF CLASS  OFFICERS AND DIRECTORS        OWNERSHIP       OF CLASS
--------- -----------------------       ------------    --------

Common    Philip Langwald                103,333           .79%
          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    George T. Lindsey              138,550           1.06%
          Vice President, Creative       Sole Ownership
          Development/Corporate Director Sole Voting Power
          3218 S. 101st St.
          Omaha, NE 68124

Common    Robert Lisnow                  115,000            .88%
          Corporate Director             Sole Ownership
          10866 Wilshire Blvd.           Sole Voting Power
          Los Angeles, CA 90024

Common    Michael Maghini                56,750            .43%
          Associate Vice President,
          Finance                        Sole Ownership
          48 Stonewall Lane              Sole Voting Power
          Madison, CT 06443-2248

Common    Tony Miller                  22,000            .17%
          Associate Vice President,
          Production	               Sole Ownership
          14014 Hamlin                 Sole Voting Power
          Van Nuys, CA 91401

Common    Charles Newirth              25,000            .19%
          Corporate Director           Sole Ownership
          c/o 2120 Main St., Suite 180 Sole Voting Power
          Huntington Beach, CA 92648

          NAME OF                   AMOUNT & NATURE
TITLE	  BENEFICIAL OWNERSHIP      BENEFICIAL      PERCENT
OF CLASS  OFFICERS AND DIRECTORS    OWNERSHIP       OF CLASS
--------  ------------------------  -------------   --------

Common    Lewis O'Neil                 9,800             .07%
          Corporate Director           Sole Ownership
          c/o 2120 Main St., Suite 180 Sole Voting Power
          Huntington Beach, CA 92648

Common    Brian J. Patnoe              976,300           7.49%
          Associate Vice President,    Sole Ownership
          Administration               Sole Voting Power
          c/o 2120 Main St., Suite 180
          Huntington Beach, CA 92648

Preferred Brian J. Patnoe              55,000
          Associate Vice President,
          Administration
          c/o 2120 Main St., Suite 180
          Huntington Beach, CA 92648

Common    A. Robert Sobolik           40,400             .31%
          Executive Vice President/   Sole Ownership
          Treasurer                   Sole Voting Power
          Corporate Director
          132 Ascot Place
          Grass Valley, CA 95940

Common    LeRoy J. Steele             10,000             .08%
          Corporate Director          Sole Ownership
          1977 Gramercy Place         Sole Voting Power
          Los Angeles, CA 90068

Common    Alex Trebek                 70,000             .54%
          Corporate Director          Sole Ownership
          c/o 2120 Main St., Ste 180  Sole Voting Power
          Huntington Beach, CA 92648

Common    Benjamin Whitfield, Jr., Esq.15,600            .12%
          Corporate Director           Sole Ownership
          9000 E. Jefferson            Sole Voting Power
          Detroit, MI 48214

Common    John R. Woodward             235,014           1.80%
          Vice President,              Sole Ownership
          Film Production              Sole Voting Power
          Corporate Director
          850 Alabama Dr., Rte. 2
          Lone Pine, CA 93545

</TABLE>
OFFICERS & DIRECTORS AS A GROUP 		5,230,368        40%
<TABLE>
OWNERS OF 5% OR MORE OF THE COMPANY'S COMMON EQUITY
<CAPTION>
<S>              <C>                      <C>               <C>
Common    Paul D. Hancock              2,834,088          21.74%
          President/C.E.O.             Sole Ownership
          Corporate Director           Sole Voting Power
          124 8th St., #8
          Huntington Beach, CA 92648

Brian J. Patnoe                        976,300            7.49%
          Associate Vice President,    Sole Ownership
          Administration               Sole Voting Power
          c/o 2120 Main St., Suite 180
          Huntington Beach, CA 92648

</TABLE>
The foregoing totals are based upon Thirteen Million Thirty-four Thousand
Seven Hundred Fifty-Two (13,034,752)
common shares of the Company issued and outstanding stock as of
December 31, 2003.

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

Item 12.  Certain Relationships and Related Transactions.

As of this filing, there have been and are presently no
transactions to which the Company was or is to be a party in
which any of the directors, executive officers or immediate
family members thereof have been a party to.  It is contemplated,
however, that in certain instances directors, executive officers,
or immediate family members thereof will be a party to future
transactions.

Item 13.  Exhibits and Reports on Form 8-K.

N/A

SIGNATURE

	Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereto duly authorized.


				WORLD WIDE MOTION PICTURES CORPORATION
March 10, 2004           /s/    A. Robert Sobolik

                         A. Robert Sobolik
                         Executive Vice President/Treasurer


WORLD WIDE MOTION PICTURES CORPORATION
                     A Michigan corporation

                   CERTIFICATION PURSUANT TO
                    18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
           SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the annual Report of World Wide Motion Pictures
Corporation (the "Company") on Form 10-KSB for the year ended December 31,
2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, A. Robert Sobolik, Executive Vice President and Treasurer
of the Company, certify to the best of our knowledge, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

                                          /s/  A. Robert Sobolik
                                          -----------------------------------
                                         A. Robert Sobolik
March 10, 2004                           Executive Vice President/Treasurer





CERTIFICATION OF CEO

                    WORLD WIDE MOTION PICTURES CORPORATION
                             A Michigan corporation

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual Report of World Wide Motion Pictures
Corporation (the "Company") on Form 10-KSB for the year ended December 31,
2003, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Paul D. Hancock, President and Chief Executive Officer of
the Company, certify to the best of our knowledge, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

                                      /s/  Paul D. Hancock
                                      -----------------------------------
                                      Paul D. Hancock,
                                      President and Chief Executive Officer
March 10, 2004


WORLD WIDE MOTION PICTURES CORPORATION
A Michigan corporation
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Section 302 Certification


I,  Paul D. Hancock,  certify  that;

(1)  I have reviewed this annual report on Form10-KSB of World Wide Motion
Pictures Corporation, a Michigan corporation (the "registrant");

(2)  Based  on  my  knowledge,  this  annual  report does not contain any
untrue statement  of a material fact or omit to state a material fact
necessary to make  the  statements  made, in light of the circumstances under
which such statements  were made, not misleading with respect to the period
covered by this  annual  report;

(3)  Based on my knowledge,  the  financial  statements,  and other financial
information included in this annual report, fairly present in all  material
respects  the  financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

(4)  The  registrant's  other  certifying  officers  and  I  are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and
we have:

     a) designed  such  disclosure  controls  and  procedures  to  ensure
that material  information  relating  to  the  registrant,  including  its
consolidated  subsidiaries, is made known to us by others within those
entities,  particularly  during the period in which this annual report
is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of  the disclosure controls and procedures based on our
evaluation  as  of  the  Evaluation  Date;

(5)  The  registrant's  other certifying officers and I have disclosed, based
on our  most  recent  evaluation,  to  the registrant's auditors and the
audit committee  of  registrant's  board  of directors (or persons performing
the equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of
internal controls  which  could  adversely  affect  the registrant's ability
to record,  process,  summarize  and  report  financial  data  and  have
identified  for  the  registrant's auditors any material weaknesses in
internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or
other employees  who  have  a  significant role in the registrant's internal
controls;  and

(6)  The  registrant's  other  certifying  officers and I have indicated in
this annual  report  whether  or  not there were significant changes in
internal controls  or  in  other  facts  that  could  significantly  affect
internal controls  subsequent  to  the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


Date:  March 10, 2004               /s/ Paul D. Hancock
                                    _______________________________
                                    Paul D. Hancock
                                    President and Chief Executive Officer

WORLD WIDE MOTION PICTURES CORPORATION
A Michigan corporation
CERTIFICATION OF EXECUTIVE VICE PRESIDENT/TREASURER
Section 302 Certification


I,  A. Robert Sobolik,  certify  that;

(1)  I have reviewed this annual report on Form10-KSB of World Wide Motion
Pictures Corporation, a Michigan corporation (the "registrant");

(2)  Based  on  my  knowledge,  this  annual  report does not contain any
untrue statement  of a material fact or omit to state a material fact
necessary to make  the  statements  made, in light of the circumstances under
which such statements  were made, not misleading with respect to the period
covered by this  annual  report;

(3)  Based  on  my  knowledge,  the  financial  statements,  and other
financial information  included in this annual report, fairly present in all
material respects  the  financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this annual
report;

(4)  The  registrant's  other  certifying  officers  and  I  are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and
we have:

     a) designed  such  disclosure  controls  and  procedures  to  ensure
that material  information  relating  to  the  registrant,  including  its
consolidated  subsidiaries, is made known to us by others within those
entities,  particularly  during the period in which this annual report
is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of  the disclosure controls and procedures based on our
evaluation  as  of  the  Evaluation  Date;

(5)  The  registrant's  other certifying officers and I have disclosed, based
on our  most  recent  evaluation,  to  the registrant's auditors and the
audit committee  of  registrant's  board  of directors (or persons performing
the equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of
internal controls  which  could  adversely  affect  the registrant's ability
to record,  process,  summarize  and  report  financial  data  and  have
identified  for  the  registrant's auditors any material weaknesses in
internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or
other employees  who  have  a  significant role in the registrant's internal
controls;  and

(6)  The  registrant's  other  certifying  officers and I have indicated in
this annual  report  whether  or  not there were significant changes in
internal controls  or  in  other  facts  that  could  significantly  affect
internal controls  subsequent  to  the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


Date:  March 10, 2004               /s/ A. Robert Sobolik
                                    _______________________________
                                    A. Robert Sobolik
                                    Executive Vice President/Treasurer