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

	FORM 10-KSB

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

	For the fiscal year ended December 31, 2002

	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:
12,174,462 shares of Common Stock (par value $.001 per share)
outstanding on December 31, 2002.

Part I

Item 1.	Description of Business.

BUSINESS DEVELOPMENT

INCEPTION THROUGH DECEMBER 2002

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

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

The Company has an active 19-member Board of Directors; Board
designated committees including Executive, Audit, Finance, and
Personnel; staff operating committees including Production and
Product Development, Standards, and Experimental projects;
elected officers, and an Advisory Board of Directors.  Certain
other individuals who provide technical, theatrical, marketing,
business, and production services to the 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.
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 sale
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 totalled 1,350,000
(150,000 initially issued to Officers, Directors and Founder of
the corporation; 500,000 from offering; 150,000 at par value
$0.01 as partial consideration for the assignment of interest in
oil exploration; 550,000 for $5,500.00 cash).  On October 17,
1981, Juggernaut Energy Corporation amended its Articles of
Incorporation to effect a name change to National Power
Corporation, increase the authorized common stock to 50,000,000
shares, and decrease the par value from $.01 to $.0025 per share.

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 three active "production"
corporation subsidiaries; World Wide Films, 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 299
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.
None of the ongoing contracts "beneficial interest" entered into
by the Company is significantly material to the Company's current
financial condition and/or operations at the present time.  The
full development of the contracts is dependent on the acquisition
of additional capital by the 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
n/
distribution cost supervision and distribution 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 exhibitionof 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 five 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 exhibtion of
feature film product), MANN THEATERS (relationship between the
Company and company includes domestic theatrical exhibtion of
feature film product), CINEPLEX ODEON (relationship between the
Company and company includes domestic theatrical exhibtion of
feature film product), EDWARDS THEATER CIRCUIT (relationship
between the Company and company includes domestic theatrical
exhibtion 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 12 million homes equipped to receive the
service and that number is expected to increase to 30 million by
the end of the decade.  Prices generally charged for pay-per-view
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 7 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 $7,000,000.
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.

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

The 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 Suite #300, 440 E. Congress, 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.  Management's
recommendation's 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 2002.

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.
<TABLE>
The following are the high and low Registrant share prices (NASD
Electronic Bulletin Board) for each fiscal quarter of 2002:
<CAPTION>
                               Prices
Fiscal 2002                 High        Low
<S>                         <C>          <C>
First Quarter              .15          .07
Second Quarter             .10          .06
Third Quarter              .07          .05
Fourth Quarter             .06          .04
</TABLE>

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

					Prices
				   High        Low

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

As of December 31, 2002, the latest practicable date for which
information is available, the Registrant had approximately 2000
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

The Company's revenue for the year ended December 31, 2002 was
$24,804 as compared to $201,255 for the comparable period of
2001. This decrease in revenue is primarily attributable to less fee
income received for the production and distribution of motion picture and
television product.  The year 2002 loss from current operations prior
to reserve for doubtful accounts, prior year allocation of expenses and
depreciation expense, was ($31,830), and net profit before depreciation
for the comparable period in 2001 was $92,415. After the allowance for
depreciation expense the net loss for 2002 was $(37,382) versus a profit of
$62,403 for 2001. For the year ended December 31, 2002, expenses for the
Company's development, production and distribution operations were $329
and its miscellaneous operations were $56,305, totaling $56,634, compared
to a total of $108,840 for 2001.  The decrease in operating and
administrative expense from $108,840 in 2001 to $56,634 in 2002
is primarily due to the cost of marketing and distribution of
completed film and television productions  Accordingly the
decrease in revenue resulted from less fee income from
distribution. The decrease in operating expense in 2002 was
primarily attributable to the marketing and distribution of the
feature length films entitled "Shattered Illusions", "Ninth
Street" , and "Amy".  There were no per share earnings after
depreciation expense and no earnings per share in 2002.

The Company derives its revenues from the licensing of its newly
created film and television productions, the licensing of its
inventory of previously produced films or television productions
and fees received for professional services provided to the
industry.  The Company also receives revenue for the marketing
and distribution of product produced or owned by third party
producers and production companies. The generation of revenue in
the motion picture and television industry is highly competitive
which may have a material impact on the Company's financial
statements.

<TABLE>
The following table presents operations data and selected
statistical information for the periods indicated.
<CAPTION>
                             Years Ended December 31,
			                2002            2001        2000
                             ------           ------      ------
<S>                              <C>             <C>          <C>
Revenues                      24,804          201,255      $91,978
Costs and Expenses
    Operating &
    Administration
     expenses                  56,634          108,840        60,515
       Profit or (loss) from
    current operations        (31,830)          92,415        31,463
    Depreciation and
	 Amortization*            5,552           30,012       259,634
Net (loss) Income             (37,382)          62,403      (228,171)

</TABLE>
* Reflects revaluing of net realizable value of inventory
referred to in Note 2 of the financial statements.

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

The Company's motion picture and television participation
strategy has primarily been to expend its resources and to set in
place strategic relationships and contracts in preparation for
the continued development, acquisitions, production and/or
marketing/distribution of quality moderate budget feature length
motion pictures, documentaries, docudramas and television
productions. The strategy additionally includes the acquisition
of screenplays and teleplays suitable for development/packaging
and completed motion pictures and television projects for
licensing and marketing/distribution opportunities for all
applicable sales territories throughout the world.  At such time
that additional working capital is secured, it is the Company's
opinion that sufficient revenue will be generated by the existing
film and television library and future distribution of potential
new product, ultimately realizing its projected return on
investment. Arrangements for participation by the Company in
various feature film and television productions for the last 60
months include gross and net revenue participations in the
following feature film and television productions ranging between
2-60% of worldwide revenue potential including all markets and
all media that the particular production is distributed in.(1) In
1997 and 1998, post production and distribution preparation of
the documentary entitled THE OUTLAW TRAIL, 100 YEARS REVISITED,
in association with Western Sunset Films, an 8-year old Los
Angeles based documentary production company. (2) In 1998,
development and production of the series television production
entitled CLASSIC CAR, in association with SLIM, Inc., a 4-year
old Los Angeles based television production company. (3) In 1999,
the acquisition and preparaton for marketing and distribution of
the featurefilm entitled WHAT'S IN A COOKIE produced by
production company Rocinante Productions Inc. and providing 50%
of gross revenue particiation to the Company in
perpetuity. (4) In 2000, the acquisition and preparation
formarketing 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
particiation 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
explotatation 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 marketing
and 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 1998, 1999, 2000, 2001 and 2002, 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.
<TABLE>
The following is a table showing the comparison of balance sheet
data for 1999, 2000, 2001 and 2002.
<CAPTION>
                                                                   CURRENT
                                                                     YEAR
CATEGORY                 1999       2000        2001        2002   %CHANGE
<S>                         <C>        <C>        <C>                   <C>
Operating profit or
  (loss) prior to
   depreciation
  & special charges     $61,930      31,463      92,415    (31,830)    -34%
Depreciation            $254,078    259,634      30,012   -   5,552    -18%
Special charges         $140,649      - 0 -         - 0 -
Net Profit (Loss)       (332,797)  (228,171)     62,403     (37,382)   -60%
Assets                10,077,712 10,880,047   9,910,773   10,715,202   + 8%
Stockholder Equity     9,895,471 10,847,422   9,797,739*  10,682,657   + 9%
Liabilities and
  deferred credit        182,241    32,625     113,034        32,545   -71%
Net Revenues             131,751    91,978     201,255        24,804   -88%
Inventory             11,243,693 12,278,953   9,658,953     10,586,934 + 9%
</TABLE>
* Reflects revaluing of net realizable value of inventory as
referred to in Note 2 of the financial statements.

GENERAL

In fiscal 2001 and 2002, 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 292 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

The Company experienced negative cash flow from operations for
the year ended December 31, 2002 and positive cash flow in 2001.
At December 31, 2001, the Company had $63,552 in cash and no
cash equivalents.  At December 31, 2002, the Company had $49,198
in cash and no cash equivalents. The decrease in cash was due
primarily to the decrease in receivables as fee income for the
development, production, marketing and distribution of motion
picture and television product. The Company's stated receivables
of $190,478 shown on the balance sheet are net of $515,318
revenue expected and contracted for.  The Company has taken into
consideration the possible adverse general economic effects of
the September 11th, 2001 terrorist attack.  Additionally, the
Company did not recognize $128,804 as revenue in 2001 due to
uncertainty of receipt.  The Company anticipates that its
existing capital resources will be adequate to satisfy its
capital requirements for the forseeable future. However, to
accomplish the Company's planned activities, it will need to
raise additional funds through public or private financings in
the form of debt or equity.  The Company has available
substantial loss carry forwards for federal income tax purposes.
The exact amount of the loss carryforwards is uncertain until the
Company reaches an understanding with the Internal Revenue
Service in that regard.  In order to finance its operations,
working capital needs and capital expenditures, the Company
utilized revenue from licensing fees, loans, proceeds from the
private sale of equity securities, project specific investment
capital, deferred compensation, profit participation, and equity
in exchange for services and product.

In accordance with the Securities and Exchange Commission
"Regulation D", and subject to Rule 144 restrictions, 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. In
2001, the Company issued 13,000 shares of its common stock and
no shares of its preferred stock for cash and 2,000,900 shares of
its common stock and 320,000 shares of its preferred stock for
product and services.  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 was previously issued a standby irrevocable Letter of
Credit from the Huntington Bank, Cleveland, Ohio (now Society
Bank), in the amount of fifty thousand ($50,000) dollars.  The
terms of the Huntington Bank Letter of Credit required that, if
utilized, the Company would pledge as collateral a portion of its
film and television product library.  If the Letter of Credit
were exercised, the resultant loan would be secured by a
commensurate portion of the Company's film and television product
library.  The Huntington Bank terms also provided that the
Company would continue to be able to sell or lease any portion of
the product library as long as it retained sufficient material to
secure any loans made as a result of the Letter of Credit.

The Company currently utilizes a one hundred thousand ($100,000)
dollar primary line of credit with the Wells Fargo Bank of
California and Citibank, to accommodate its daily cash flow needs
and occasionally uses its credit lines at other financial
institutions and with its vendors and suppliers.

The Company's principal liquidity at the end of 2002 included
cash of $49,1992 and net accounts receivable of $106,478, and at
the end of 2001 included cash of $63,552 and net accounts
receivable of $192,278. 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 2001 and 2002 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 12
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 while the Company's contemplated public offering is being
prepared, examined and positioned, 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.

In the year 2001, the Company effectuated a substantial
"restructuring" and "quasi-reorganization" approved by shareholders
which had a major resulting effect on the financial statements.
Management of the Company feels that a one-time "restructuring" and
quasi-reorganization in keeping with Generally Accepted Accounting
Practices (GAAP) was in the best interest of its shareholders.  "The
Restructuring" and quasi-reorganization, as effectuated, included a
change in the method of amortizing inventory, reduction of the
accumulated deficit, reduction in shares outstanding and a re-evaluation
of assets.  The year 2002 may also include an acquisition or merger
scenario with one of several entities that have initiated contact
with the Company with affiliation proposals.

<TABLE>
The following table presents equity, earnings,  and cash balance
data for the periods indicated.
<CAPTION>
                                     As of December 31,
                                2002	     *2001        2000
<S>                                <C>          <C>        <C>
Stockholders' Equity          9,797,739   9,797,739  $10,847,422
Shares of
 Common Stock Outstanding    12,174,462  11,972,730   49,794,152
Operating profit or (loss)
 prior to allowance for
 depreciation                 ($31,830)     $92,415      $31,463
Depreciation                   $ 5,552     $230,012     $259,634
Net profit (loss)             ($37,382)     $62,403    $(228,171)
 Retained earnings Deficit     $25,021      $62,403    $9,901,373
Cash                           $49,199      $63,552      $109,348
</TABLE>
*Reflects "reorganization", ie. reduction in net realizable value
of film library, change in film amortization policy and reduction
of accumulated deficit as referred to below in Note 2 of the
financial statements.

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.  A substantial
increase in income is anticipated to take place beginning in the
first half of 2002. 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.


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

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 accompanying 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.
These financial statements and accompanying notes are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted
standards.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above and accompanying notes present fairly, in all material
respects, the financial position of World Wide Motion Pictures
Corporation and subsidiaries as of December 31, 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
March 26, 2003


<TABLE>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
<CAPTION>
                                              2002           2001
<S>                                             <C>           <C>
Assets

Cash                                    $   49,199     $   63,552

Accounts receivable                        106,478        192,278
Deferred advertising                           634          8,918

Completed motion pictures
 and television productions              9,698,549      8,798,549
Film & distribution properties             888,385        870,467
Equipment                                   50,437         49,937
Less accumulated depreciation              (78,480)       (72,928)
		                              ----------    ----------
          Total Assets                 $ 10,715,202      9,910,773
		                              ==========    ==========
Liabilities

Accounts payable                       $       560     $   4,734
Common stock payable                           -0-           -0-
Preferred stock payable                        150           -0-
Notes payable                               14,835        16,300
Long-term debt                              17,000        92,000
Total Liabilities                           32,545       113,034

Stockholders' Equity

Common Stock $.001 Par Value,
  100,000,000 shares authorized,
  12,174,462 and 11,972,730
  issued                                    12,174        11,973
Preferred Stock $.01 Par Value,
  1,100,000 shares authorized,
  476,217  and 476,217 shares issued         4,762         4,762
Additional paid-in capital              10,640,700     9,718,601
Retained earnings deficit                   25,021        62,403

Total Stockholders' Equity              10,682,657    9,797,739
                                        ----------    ----------
Total Liabilities and
  Stockholders' Equity                 $10,715,202   $ 9,910,773
                                        ==========    ==========
</TABLE>
See Notes to Consolidated Financial Statements

<TABLE>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2002 and 2001
<CAPTION>

                                  2002             2001
<S>                                   <C>              <C>
Revenues                       $ 24,804         $ 201,255


Operating Expenses:

     Administrative               56,305           25,504

     Film reproduction and
        marketing                    329           83,336

     Provision for depreciation
        and amortization           5,552           30,012
                                --------          -------

Total operating expenses         62,186           138,852
                                 -------        ---------
    Net income (loss)           $(37,382)        $62,403
                                 =======        =========
Earnings available to
  common stockholders               None	         $.0052
Earnings per common share,
  assuming full dilution  	      None           $.0048
</TABLE>

See Notes to Consolidated Financial Statements
<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<CAPTION>
                                              2002         2001
<S>                                             <C>         <C>
Cash flows from operating activities:

  Net income (loss)                       $(37,382)   $ 62,403

Adjustments to reconcile from accrual
  to cash basis:

  Non-cash items:
     Depreciation and amortization          5,552         30,012
     Decrease (increase) in accounts
     receivable                             85,800        61,844
     Decrease (increase) in other assets     8,284          -0-
     Decrease (increase) in completed
        Motion pictures                    (900,000)        -0-
     Decrease (increase) in film and
        Distribution properties            (17,918)         -0-
     Decrease (increase)in equipment        (  500)         -0-
     License agreement and deferred
        Advertising                           -0-        (88,378)
     (Decrease) increase in accounts
        payable                             (4,174)      (11,077)
     (Decrease) increase in preferred
        stock payable                           150          -0-
     (Decrease) increase in notes payable    (1,465)         -0-
     (Decrease) increase in long term debt  (75,000)      92,000
                                            --------     -------
Net cash provided by operating activities  (936,653)     146,804

Non-cash capital adjustment and quasi-
   Reorganization                           -0-         (225,600)
                                                        --------
                              Total                      (78,796)
                                   Project investment     20,000

Cash from (used in) financing activities:

     Increase in additional paid-in
       Capital                              922,099         -0-
     Increase in common stock                   201        13,000
                                            -------        ------
Total financing activities                  922,300        ______

Net (decrease) or increase in cash          (14,353)      (45,796)
Cash balance - beginning of year             63,552       109,348
	                                     --------       --------
Cash balance - end of year                $  49,199       $63,552
                                           ========       ========
</TABLE>
See Notes to Consolidated Financial Statement


<TABLE>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<CAPTION>
                   Number of
                  Outstanding                                      Retained
                    Shares              Par        Additional      Earnings
               Common    Preferred     Amount   Paid-In Capital    Deficit
Total
               ------    ---------    -------   ---------------    -------
-----
<S>                  <C>       <C>          <C>            <C>            <C>
<C>

Balances
 Dec. 31,
 2001       11,972,730   476,217      $16,735       $9,718,601     $62,403
9,797,739

Stock Issued
   Cash        100,000
   Product/
    Services    101,732

Net (loss),
  year ended
 Dec. 31, 2002                                                     (37,382)

Balances
 Dec. 31,
 2002       12,174,462   476,217      $16,735      $10,640,700     $25,021
10,682,657


</TABLE>
See Notes to Consolidated Financial Statement

WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(To be read in conjunction with Consolidated Financial Statements
for year ended December 2002)

NOTE 1   DESCRIPTION AND HISTORY OF THE BUSINESS

The Company was founded in July 1977 and incorporated December 9,
1980 under the laws of the state of Michigan.  In March 1981, the
Company acquired G.L. Productions Inc., which was a production
and distribution company for short subjects, docudramas,
documentaries and industrial films, many of which were made in
conjunction with the U.S. Government.  As a result of the
transaction, the Company acquired a film and television completed
product library and related film production equipment.  The
transaction was facilitated by the exchange of two million
(2,000,000) shares of the Company's common stock class of
Securities for 100% of the common stock of G.L. Productions Inc.
The Company has also acquired other completed motion picture and
television productions and acquired marketing/distribution
interest in additional motion picture and television productions.
The Company's total completed product library of live action
motion pictures and videotaped productions consists of 290 works
of various lengths and subject matter applicable for marketing
through various media in foreign and/or  domestic markets.

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

The Company operates and/or maintains nine wholly-owned
subsidiaries, four of which are currently active, to enhance the
operation of its core business and diversified enterprises. The
Company has an active Board of Directors which currently consists
of nineteen members of the twenty authorized, with staggered
terms, all of whom are either a chairperson or a member of one or
more of the four Board designated committees: executive, finance,
audit, and personnel.

The Company also maintains four operating committees which are
production and product development, special projects, minorities,
and standards.

NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries.  It is the opinion
of management that the accompanying statements and notes thereto
present fairly the financial position of the Company and do not
contain misleading information.  Because the commercial potential
of individual motion pictures and television programming varies
dramatically, and does not bear any relationship to their
production, acquisition or marketing costs, it is impossible to
predict or project a trend of the Company's income or loss.
However, the likelihood of the Company reporting losses in the
short term is increased by the industry's general method of
accounting which recommends the early recognition of the entire
investment as a loss on each film or tv project (through
increased amortization) in instances where a motion picture or
television program produced or acquired is not expected to
recover the Company's investment.  Conversely, the profit from a
successful film or television production is recognized over the
entire period that revenues are generated by that motion picture
or television program.  This and other industry methods of
accounting may also result in significant fluctuations in
reported income or loss, particularly on a quarterly basis,
depending on the Company's release of product into the
marketplace and overall domestic/international marketing schedule
of film and tv projects and the performance of individual motion
pictures or television programs.

The Company's revenue is derived from a variety of sources.
Currently the most significant of these sources are its fees as
distributor, packager and/or the managing production company of
various film and television projects (including feature length
motion pictures, documentaries, docudramas, and television
productions), film and television marketing & distribution fees,
fees from the licensing and/or rental of its completed film and
television product library and related entertainment industry
consultation fees.

A significant portion of the Company's assets was purchased with
the issuance of shares of its common and preferred stock.  Nine million
six hundred ninety-eight thousand, five hundred forty-nine dollars
($9,698,549) of the assets is represented by the estimated Net
Realizable Value of its completed film and television product library.
In the absence of a consistent market for the securities issued,
the value of certain of the film and television product purchased
by the Company was agreed to by the sellers and the purchaser
in arms length transactions in accordance with generally accepted
accounting standards and, additionally, internal evaluation and auditing
procedures. The films and television productions in the Company's
completed product library have uncertain future revenues that may be
expected to grow or diminish along with all of the ancillary
markets now and in the future that are available for marketing.
In some cases, individual films or television productions may be
timeless and irreplaceable; in many cases their book value is
zero having been fully amortized based on revenues received
several years ago and the inability to estimate a market value or
reasonable expected revenue.   Certain of the inventory product
without book value produce income and, in light of new and
emerging technology, the Company may expect additional revenue
from these sources.

The Company's film and television completed product library
consists of newly produced and historical film and videotaped
product and rights thereto purchased as an investment and/or
acquired to be marketed by leasing and/or rental to a wide
variety of domestic and international outlets.  Many film and
television libraries such as the Company's that were purchased
for investment over a span of many years, have appreciated
considerably in value as a direct result of new and emerging
technologies, revived or newly created public appeal for a
certain performer or genre, unique applications of particular
production process (special digital effects) and standard and
newly developed non-theatrical ancillary markets throughout the
world.  New technological advances such as DVD (Digital Video
Disk), HDTV (High Definition Television), CD-ROM, DVD ROM, DVD
Audio and Internet applications have enhanced and are greatly
expanding resale possibilities and leasing potential of film or
television product.

The film and television product inventory of the Company is
regularly reviewed and evaluated on a film-by-film basis by the
Company's Management and periodically appraised by outside
independent appraisal.  Forecasting any film or television
project's future revenues is a difficult and uncertain art, even
for major film distributors and television networks/syndicators.
The accounting principles and industry practices in these areas
leave unusual discretion with the film and/or television company
executives and often result in "unusual" changes in individual
periods. There is no generally accepted definitive industry
consensus for valuing motion picture and television inventory,
the value may be buried among films currently in release,
television productions currently in broadcast, film and
television productions under development or in production,
distribution/syndication contracts, participation agreements,
performer and production related contracts, and the ubiquitous
'other'.  New developments such as widespread distribution of
videos and DVDs have occurred since the original motion picture
accounting standard (SFAS53) was promulgated. In June, 2000, the
Financial Accounting Standard Board ("FASB") issued SFAS139 that
rescinded SFAS53.  Concurrently, the AICPA Accounting Standards
Executive Committee ("AcSEC") issued SOP00-2 "Accounting for
Producers and Distributors  of Films".  These new pronouncements
are effective for fiscal year beginning after December 15, 2000.
The accounting profession is continually reviewing the problem of
how to fairly report film inventory on financial statements. In
response to  commentary from the Securities and Exchange
Commission, the Company revalued its inventory of film and
television product, resulting in a reduction of net realizable
value in the amount of four million and ninety one thousand nine
hundred and fifty dollars ($4,091,950) in the stated value of
such inventory on the December 31, 1997 balance sheet. In 1998,
management for a second time revalued its inventory based on
management's further receipt of commentary from the Securities
and Exchange Commission, with an additional appraisal of
potential resale value, encompassing worthiness of the inventory
items as works of art, and potential licensing capabilities,
resulting in an additional reduction of $3,868,380 in the stated
value of the net realizable value of such inventory at December
31, 1998.  The results of the reevaluations effectuated in 1997
and 1998 resulted in a substantial reduction in book value of
approximately 51% for those items over these two years.  The 1997
revaluation and resulting reduction in value combined with the
1998 revaluation and its resulting reduction and value lowered
the balance sheet presentation of the asset identified as
'completed motion pictures and television products'. Although the
Company has on its Board of Directors and professional staff
personnel qualified to estimate the value of its film and
television inventory, for internal verification purposes, it
retained the services of an independent appraiser who reviewed
the Company's film and television completed product library,
ensuring a greater measure of objectivity as regards the carrying
amount of such inventory on the Company's December 31, 2001
balance sheet.  Recent pronouncements by the accounting
profession would not materially affect the Company's financial
statements at this time regarding its film and television product
library assets.

The Company is continually negotiating with various potential
lessors, both foreign and domestic, of portions of its film and
television product library.  The Company currently utilizes
certain state-of-the-art exploitation  venues such as Pay-Per-
View, satellite transmission, and the Internet to expose its
catalog of library product to the public.  Full marketing of the
Company's investment in its film and television product inventory
is dependent on the acquisition of additional capital.   The
Company depreciates each film or television program starting with
its specific exploitation by the Company.

The Company presents an 'unclassified' balance sheet.  Cash
includes cash on deposit in checking and savings accounts with no
cash equivalents at December 31, 2001 and 2000.

The Company reviews the current pronouncements of the accounting,
government and industry professionals.  In that regard, it
continually analyzes its accounting policies to ensure that it is
current in the presentation of its financial statements,
particularly Statement No. SOP00-2, and FASB Statements No. 86,
89 and 121, and the Emerging Issues Task Force No. 96-6 (a task
force formed by the FASB in order to assist the Board in
identifying current or emerging issues and implementation
problems that may need to be placed on the agenda of the Board),
regarding development costs incurred after May 26, 1996, and the
possible substantial impairment of assets.  The Company believes
it is not materially affected by any current issues at this time.

NOTE 3   REVERSE STOCK SPLIT

On December 18, 2001, Management of the Company effectuated a
stock combination restructuring (reverse stock split).  The
purpose for the stock combination restructuring (reverse stock
split)(1 new share for 5 old) of the Common Stock of the Company,
which was approved by shareholders, was to reduce the number of
issued and outstanding shares presently in the hands of security
holders, and thereby create a more manageable and effective
financial infrastructure of the Company.  The stock combination
restructuring (reverse stock split) for shareholders Common Stock
of the Company resulted in a reduction of the issued and
outstanding shares of Common Stock of the Company.  Total book
value did not change; however, the per share value changed.  The
new per share book value is now greater than the per share book
value prior to the stock combination restructuring (reverse stock
split) of common stock.  Management of the Company believes that
there would be no material differences concerning operations of
the Company that would result from the stock combination
restructuring of the Common Stock of the Company as described
herein.  There are no arrears in dividends or as to defaults in
principal or interest in respect to the outstanding securities.
There was no restructuring of the Preferred Stock of the Company.

Further, pursuant to shareholder action (Annual Shareholder's
Meeting of December 8, 2000) to approve Management's
recommendations, on December 1, 2001, the Company's Board of
Directors adopted resolutions for the purpose of (a) 'to amend
Article 3 of the Articles of Incorporation of the Company to add
Section (12) stating that "the Board of Directors may effect a
stock combination restructuring (reverse stock split) of the
Corporation's outstanding shares of Common Stock class of
securities if the Board of Directors in their sole judgment
believe such restructuring is in the best interest of the
Corporation' and (b) 'file the foregoing amendment with the State
of Michigan Securities Bureau, the Company's state of
incorporation, to restate the Company's certificate of
incorporation.'   This action, taken by the Company's Board of
Directors, amended the Company's Restated Certificate of
Incorporation and Articles of Incorporation (the "Amendment") to:
(i) effect a stock combination restructuring (reverse stock
split) of the Company's outstanding shares of the Common Stock
class of securities (the 'Reverse Split'), and (ii) provided for
the payment of cash in lieu of fractional shares otherwise
issuable in connection therewith.  In this regard, the Reverse
Split did not change the number of the Company's authorized
shares of Common Stock or the par value of the Common Stock.  The
"Reverse Split" effected December 18, 2001 resulted in a one (1)
for five (5) exchange of common shares of the Company's common
stock securities resulting in the issued and outstanding shares
of the Company being reduced from 50,628,652 on December 17, 2001
to 10,125,730 on December 18, 2001.  Concurrent with this action,
required notification to the NASD (National Association of
Securities Dealers) was made by the Company and a new CUSIP No.
981536 20 4  was issued to the Company by the NQB (National
Quotations Bureau) for application to existing certificate
inventory at and by the Company's stock registrar and transfer
agent, and accordingly it was not necessary for security holders
of record to exchange old stock certificates for new.

NOTE 4   QUASI-REORGANIZATION

On December 1, 2001, the Company's Board of Directors approved
actions which have resulted in a quasi-reorganization of the
accounting structure of the Company.  On December 8, 2000, the
shareholders approved, at the request of Management, a stock
combination restructuring (Reverse Stock Split) of their shares
of Common stock class of securities of the Company at the ratio
of one (1) new share for five (5) old shares, explained in Note
No. 3 above.  Also, in keeping with generally accepted accounting
principles, management has changed its method of amortizing the
assets represented by its "completed" film and television product
library.  The Company has again reduced the stated value of
completed film and television productions in its inventory by
$2,620,000 based on an independent appraisal of certain
film/television product in the library.  Accounting rules,
however, do not allow an increase in stated value based upon
appraisal even though the current independent appraiser feels
that the stated value of the Company's film and television
product library is substantially understated.  After significant
committee review and discussion, Management concluded that the
accumulated deficit shown on the balance sheet was due primarily
to prior amortization of the cost of the film and television
product library which was not actually exploited and should
therefore be removed from the balance sheet at this time.  The
restructuring process additionally included the allocation of
certain expenses to prior years.

The quasi-reorganization phase of the restructuring of the
Company, also in keeping with generally accepted accounting
principles, was effective January 1, 2001.  This accounting
reorganization consisted of a review and appraisal of "assets"
and "liabilities" and their restatement as of the date of
reorganization.  Pursuant to the review and appraisal, the value
of assets, primarily, "completed motion picture/television
productions" and "film properties" was reduced by $2,620,000 with
a related reduction of accumulated depreciation of $1,689,448.
In addition, the cumulative "retained earnings" deficit
previously reported was reduced to zero with a corresponding
charge to "additional paid-in capital" in the amount of
$9,718,601.

As a result of the quasi-reorganization, retained earnings date from
December 31,2001.

NOTE 5   REVENUE RECOGNITION

The Company recognizes revenue in accordance with the Financial
Accounting Standards Board SOP00-2. The Company's present
"revenue recognition", accounts receivable in the amount of
$395,305, are represented by `expected revenue from theatrical
ticket sales, contracted arrangements with sub-distributors to
the airline/cruise line industries, universities/colleges,
military bases, public libraries, community groups, and state &
federal tourism institutions'.  Additionally, non-theatrical
ancillary venues are included in this calculation, such as but
not limited to, cable, pay-per-view, syndicated and network
television, and home video sales. The adverse general economic
effects created as a result of the September 11th, 2001 terrorist
attack has negatively affected the expected overall revenue of
various motion pictures in current distribution by the Company.
Accordingly, the Company has reduced its stated receivables
appropriately.  The stated receivables also do not include
certain expected receivables which are unbilled and/or non-
contracted. The Company has also with customers resulting in
receivables that have not been recognized as revenue due to
uncertainty of receipt.



NOTE 6   EARNINGS PER SHARE AND HISTORICAL SHARE PRICE

As a result of operations for the year ended December 31, 2000
there were no earnings per Common share for such period.
Comparatively, as a result of operations for the year ended
December 31, 2001, there were moderate earnings per Common share
$.0052 for such period before dilution and $.0048 after dilution.

The following are the high and low Company share prices
(Electronic Bulletin Board) for each quarter of the last two years:

                        2002               2001
                        ----               ----
                    High    Low       High     Low

              1st   $.15    $.08      $.94     $.31
              2nd   $.10    $.08      $.50     $.25
              3rd   $.07    $.06      $.30     $.10
              4th   $.06    $.05      $.60     $.10


NOTE 7   INCOME TAXES

The Company presents its financial statements on an accrual
basis. Certain state and local tax filings may differ from the
federal returns to take advantage of beneficial local tax law.
As of December 31, 2001, the Company and its subsidiaries have
sustained a cumulative net operating loss which can be offset
against future taxable income.  As a result of recorded net
operating losses, the Company has not recognized any state and
federal income tax liability.  The Company does not use or expect
to utilize the accelerated depreciation option available under
the U.S. Tax Code.

NOTE 8   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.  In this regard, the
Company is seeking damages in the amount of three hundred ninety
seven thousand five hundred dollars ($397,500) for the loss of
its "stored material".  Further, the co-producers with the
Company pertaining to a feature length film, commenced litigation
to attempt to dissolve the co-production agreement which exists
between the Co-Producer and the Company 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 sub-agents of the
Company encompassing the sale of feature film product in foreign
territories.

Although no other litigation is contemplated or forseeable,
various legal actions, governmental investigations and
proceedings and claims may be instituted or asserted in the
future by the Company to protect its interest 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.

NOTE 9   SUMMARY OF CORPORATE SECURITIES MATTERS AND
          STOCK ISSUANCE

At December 31, 2002, all general voting power was vested in the
holders of the common stock class of securities of the Company.
At that date, the holders of common stock were entitled to one
vote per share and in that aggregate, had 100% of the general
voting power provided in the Company's Restated Certificate of
Incorporation.  The Restated Certificate of Incorporation
provides that all shares of common stock share equally in
dividends (other than dividends declared with respect to any
outstanding preferred stock), except that any stock dividends are
payable in shares of common stock to holders of that class of
securities.  Upon liquidation, all shares of common stock are
entitled to share equally in the assets of the Company available
for distribution to the holders of such shares.  The preferred
stock class of securities of the Company ranks (and any other
outstanding preferred stock of the company would rank) senior to
the common stock in respect of dividends and liquidation rights.

Since November 1983, the Company's shares of Common Stock have
traded on the OTC (Over-the-Counter) market and is currently a
Fully Reporting publicly-held corporation.  The Company's NQB
(National Quotations Bureau) call symbol is WWMO and its Standard
& Poors Cusip No. is 981536 20 4.  The Company has advised its
shareholders and the public that it expects to apply for NASDAQ
quotation and/or quotations on other primary and/or secondary
exchanges as soon as practical. The Company is quoted on the OTC
(Over-The-Counter) Electronic Bulletin Board.

The following illustrates the Company's common and preferred
stock authorized, issued, and outstanding at December 31, 2002.

Common Class Stock:
Par Value	                         $ .001
Shares Authorized               100,000,000
Shares Issued and Outstanding    12,174,462

Preferred Class Stock:
Par Value (Stated Value $.01)       $ 10.00
Shares Authorized                   100,000
Shares Issued And Outstanding        22,000

Par Value                             $ .01
Shares Authorized                 1,000,000
Shares Issued And Outstanding       454,217

NOTE 10   SUMMARY OF SUBSIDIARIES

The Company operates and/or maintains 9 wholly-owned
subsidiaries.  Certain of these subsidiary corporations are used
to produce and/or market individual motion pictures or television
productions.  Currently, three of the motion picture production
subsidiary corporations are active.  World Wide Productions,
Inc., for the purpose of producing the specialty television
production tentatively entitled 'Classic Car' (in production) and
the feature length motion picture tentatively entitled "Along for
the Ride" (in development); World Wide Entertainment, Inc., for
the purpose of distributing the completed full length motion
picture entitled "Amy", and producing the feature length motion
picture tentatively entitled "Mr. Corklesby" (in development);
and World Wide Films Inc., which has recently completed the
production of the feature length motion picture entitled
"Shattered Illusions" (in distribution). The Company operates one
diversified subsidiary which is related to the Company's core
industry, World Wide Film and Television Institute, Inc.  The
Institute's business is the development, production, marketing,
and implementation of educational symposiums, workshops, lectures
and forums in areas covering the entertainment industry,
specifically film and television financing, packaging,
production, marketing/distribution, and the networking process
that accompanies the entertainment business. Main events
(primarily symposiums and seminars with more than one hundred
participants) are periodically scheduled along with workshops,
lectures and forums.  Revenue is created primarily from the sale
of tickets to these events.  Primary symposiums are designed to
be held annually and to accommodate 250 - 1000 people per event.
Workshops are designed to be held in between the primary
symposiums and to accommodate a maximum of 15 individuals.  The
symposium and workshop events are further designed to be
duplicated in major cities around the country when and if
appropriate.

NOTE 11   SUMMARY OF STOCK OPTIONS, EMPLOYMENT CONTRACTS,
          ASSOCIATES, POTENTIAL DILUTION, CONTINGENT
          LIABILITY AND ACCRUED PROFESSIONAL FEES

The Company has provisions for the issuance of options to
purchase shares of its Common Lettered Stock but presently no
such options have been granted.  Certain of its Preferred Stock
now issued has conversion provisions wherein the security holder
of record may convert his/her Preferred shares to Common Lettered
Stock under certain conditions.  There are four hundred seventy
six thousand two hundred seventeen (476,217) shares of Preferred
Stock outstanding that is potentially convertible to shares of
Common, some of which are dependent upon the market price of the
Common Stock as determined by one or more exchanges.   (See table
below for potential conversion of Preferred Stock to Common
Stock.)  The Company, from time to time, has entered into
agreements to issue its Common Lettered Stock for certain goods
and services and arrangements beneficial to the ongoing
activities of the Company.  Further, from time to time, various
employee contracts, non-exclusive associates agreements, and
service or purchase contracts contain provisions for stock
issuance.  The Company expects to continue to enter into such
agreements subject to all applicable securities law.  The
potential contingent dilution from the issuance of the above
Common Stock for these purposes is seven hundred sixty five
thousand two hundred and sixty eight (765,268) shares.  At
December 31, 2002, the Company had an unpaid contingent salary
liability to its President and Chief Executive Officer, Paul D.
Hancock.  Mr. Hancock has waived previously, in return for common
and preferred stock, accumulated back salary of four million nine
hundred sixty thousand three hundred and seventy one
($4,960,371).  Mr. Hancock has agreed to further waive a portion
of his current accumulating back salary in return for a  mutually
agreeable amount of either the issuance of Preferred and/or
Common Stock or stock options as compensation therefore, except
in the event of an attempted hostile takeover of the Company.
Payment of accrued and previously expensed professional fees of
two hundred and sixty nine thousand one hundred ninety one
dollars ($269,191) (including legal, accounting and financial
advisory services) have been waived by the providers of those
services, who are also shareholders, and accounted for as
contributed capital.

OUTSTANDING CONVERSION RATIO FROM PREFERRED TO COMMON SHARES:

					               Preferred Stock
   			    		         Price per Share Conversion
                                          Common
                                    ----------------------
           Par       No. of    Conversion    Market    Shares
Series    Value      Shares    Ratio*        Price     After
                                                      Exchange**
-------    -------  ------     -------      -------   -------

A        $10.00     20,000       1x1       10.00        4,000
B          .01         717      1x20       10.00        2,868
C          .01       1,000      1x20        3.00        4,000
D&E        .01      26,000      1x20        5.00      104,000
F&G        .01      51,000       1x2        5.00       20,400
H&I        .01      15,000      1x10        5.00       30,000
J          .01       7,000      1x20         .10       30,000
K          .01      10,000       -0-         -0-         -0-
L          .01      25,000       -0-         -0-         -0-
O          .01      28,000       -0-         -0-         -0-
P        10.00       2,000       -0-         -0-         -0-
Q          .01      75,000      1x10         -0-      150,000
R          .01     200,000      1x10         -0-      400,000
S          .01      10,000      1x10         -0-       20,000
T          .01       5,000       -0-         -0-         -0-
           Totals  476,217                            765,268

*Preferred to Common
**Adjusted for 1 for 5 Reverse Split dated December 18, 2001.



NOTE 12   NOTE PAYABLE, LETTER OF CREDIT, LINE OF CREDIT

The Company has a note payable in the amount of sixteen thousand
three hundred dollars ($16,300).  The note holder holding the
note payable has agreed to waive payment until such time that the
Company has sufficient working capital to accomplish its
objectives.

The Company was previously issued a standby irrevocable Letter of
Credit from the Huntington Bank, Cleveland, Ohio (now Society
Bank), in the amount of fifty thousand ($50,000) dollars.  The
terms of the Huntington Bank Letter of Credit required that, if
utilized, the Company would pledge as collateral a portion of its
film and television product library.  If the Letter of Credit
were exercised, the resultant loan would be secured by a
commensurate portion of the Company's film and television product
library.  The Huntington Bank terms also provided that the
Company would continue to be able to sell or lease any portion of
the product library as long as it retained sufficient material to
secure any loans made as a result of the Letter of Credit.  The
original Letter of Credit has expired but is renewable at the
Company's option based on mutually agreeable similar terms and
conditions.

The Company currently utilizes a one hundred thousand dollars
($100,000) primary line of credit with the Wells Fargo Bank of
California and CitiBank to accommodate its daily cash flow needs
and occasionally uses its credit lines at other financial
institutions and with its vendors and suppliers.


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
therefor, are elected as directors.

Vacancies that occur prior to the expiration of the then current
term (whether as a result of a newly created director position
on the Board or otherwise), if filled by the Board shall be
filled only until the next succeeding annual meeting.  Each of
the directors of the 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          2003
Age 70                    Board of Directors

Paul D. Hancock	     President/Chief        1977  Director/2003
Age 47                   Executive Officer          Officer/2015
                         and Director

A. Robert Sobolik        Exec. Vice President 1981  Director/2003
Age 67            	     Treasurer and Director     Officer/
                                                    Indefinite

Larry Epstein, Esq.       Secretary           1989  Director/2004
Age 54                    Director                  Officer/
                                                    Indefinite

John R. Woodward         Vice President,      1982  Director/2003
Age 52                   Film Production and        Officer/
                         Distribution               Indefinite
                         Director

George T. Lindsey        Vice President,      1982  Director/2003
Age 65                   Creative Development       Officer/
                         Director                   Indefinite

James J.Aitken,C.P.A.    Vice President,      1982  Director/2003
Age 67                   Finance and                Officer/
                         Administration, Director   Indefinite

John D. Foley            Director             1990     2004
Age 52

Robert E. Capps, Jr.     Director             1990     2004
Age 52


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

Lewis O'Neil             Director             1998	     2003
Age 51

Ben Whitfield Jr. Esq.   Director             1980          2004
Age 53

Brendan Cahill           Director             1986          2003
Age 56

Alex Trebek              Director             1987          2004
Age 62

Leroy J. Steele          Director             1987          2004
Age 80

Robert Lisnow            Director             1998          2003
Age 53

Peter Lallos             Director             1988	     2003
Age 69

Philip Langwald          Director             1985          2003
Age 96

Fred Baron	          Director                1994	     2003
Age 51

Charles Newirth          Director             1994          2003
Age 47

Tony Miller             Associate V.P.        1999    Indefinite
Age 57                  Production

Brian J. Patnoe	    Associate V.P.        1986    Indefinite
Age 44                  Administration

Michael Maghini         Associate V.P.        1985    Indefinite
Age 45                  Finance
</TABLE>

CHARLES C. BAILEY, age 70* - 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 47 -  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 67- 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 54- 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 52- 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 65- 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 66- 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 52- 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 53-   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 51- 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 53-  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 53 - 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 56- Mr. Cahill was most recently Vice
President for Music and Creative Affairs for Universal Studios.
Prior to his employment with Universal, he was Vice President in
charge of creative affairs and musical director at Columbia
Pictures and is currently a development and production consultant
in the film/television industry and production consultant to
Michael Phillips and Michael Douglas (Michael Douglas
Productions).  He has in the past been a personal advisor for
production and musical affairs to Steven Spielberg (Amblin Light
Entertainment), having been involved with such film projects as
BACK TO THE FUTURE, CLOSE ENCOUNTERS OF THE THIRD KIND and E.T.,
THE EXTRA TERRESTRIAL.  In the 1960's, Mr. Cahill was credited
with being intregal in the success of such musical groups as the
Birds, Jefferson Starship, and the Monkees, and was executive
producer on the successfully syndicated television show, THE
PARTRIDGE FAMILY for ABC.  Other feature film and television
production credits for Mr. Cahill include CALIFORNIA SUITE, THE
BREAKFAST CLUB, OUT OF AFRICA, MIAMI VICE, and the Emmy Award
winning MURDER SHE WROTE.

ALEX TREBEK, age 62- Mr. Trebek has been involved in the
television industry for over twenty-five years as a producer,
host and innovator of a wide variety of entertainment shows.  He
has produced and hosted the internationally successful gameshow
JEOPARDY which has been the second highest rated television show
in syndication.  Mr. Trebek was also the host of the successful
television game show CLASSIC CONCENTRATION.  As a television
media executive, he is currently developing other projects for
television and film as well.  Mr. Trebek, originally from
Sudbury, Ontario, Canada, worked for the Canadian broadcasting
company (C.B.C.) throughout the 1960's and early 70's before
relocating to the United States in 1973.

LEROY J. STEELE, age 80-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 69- 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 96- 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 51- 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 47- 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 57- 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 44- 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 Siemen's 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 45- 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, longterm and
stock compensation paid for services rendered to the Company in
all capacities for the fiscal years ended December 31, 2002,
2001, and 2000.
<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



Peter Lallos **       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

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 his 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           .01%
          Vice President, Fin. & Adm.  Sole Ownership
          Corporate Director           Sole Voting Power
          12199 55th Ave.
          Remus, MI 49340

Common    Charles C. Bailey            64,000           .01%
          Chairman of the Board        Sole Ownership
          42 King Street               Sole Voting Power
          New York, NY 10014

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

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

Common    Robert E. Capps, Jr.         59,200           .01%
          Corporate Director           Sole Ownership
          c/o 2120 Main St., Suite 180 Sole Voting Power
          Huntington Beach, CA 92648

Common    Larry Epstein, Esq.          205,333           .02%
          Secretary                    Sole Ownership
          Corporate Director           Sole Voting Power
          11733 Baird Ave.
          Northridge, CA 91326

Common    John D. Foley                60,000            .01%
          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        28.00%
          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    Peter Lallos                 25,000
          Corporate Director           Sole Ownership
          31 Woodfield Court           Sole Voting Power
          Laurel Hollow, NY 11791

Common    Philip Langwald              103,333           .01%
          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           .01%
          Vice President, Creative     Sole Ownership
          Development/Corporate Director	Sole Voting Power
          3218 S. 101st St.
          Omaha, NE 68124

Common    Robert Lisnow                115,000            .01%
          Corporate Director           Sole Ownership
          10866 Wilshire Blvd.         Sole Voting Power
          Los Angeles, CA 90024

Common    Michael Maghini              56,750            .01%
          Associate Vice President,
          Finance                      Sole Ownership
          48 Stonewall Lane            Sole Voting Power
          Madison, CT 06443-2248

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

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

Common    Brian J. Patnoe              286,440           .03%
          Associate Vice President,    Sole Ownership
          Administration               Sole Voting Power
          17 Blackwood
          Mission Viejo, CA 92692

Preferred Brian J. Patnoe              55,000
          Associate Vice President,
          Administration
          17 Blackwood
          Mission Viejo, CA 92692

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

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

Common    Alex Trebek                 70,000             .01%
          Corporate Director          Sole Ownership
          c/o 2120 Main St., Suite 180Sole Voting Power
          Huntington Beach, CA 92648

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

Common    John R. Woodward             235,014            .02%
          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 		4,540,508        46%
<TABLE>
OWNERS OF 5% OR MORE OF THE COMPANY'S COMMON EQUITY
<CAPTION>
<S>              <C>                      <C>               <C>
Common    Paul D. Hancock              2,834,088          28.00%
          President/C.E.O.             Sole Ownership
          Corporate Director           Sole Voting Power
          124 8th St., #8
          Huntington Beach, CA 92648

Common    Richard D. McLellan, Esq.    511,832             5.00%
          c/o 2120 Main St., Suite 180 Sole Ownership
          Huntington Beach, CA 92648   Sole Voting Power

Common    Gordon Estate                531,619             5.00%
          c/o 2120 Main St., Suite 180 Sole Ownership
          Huntington Beach, CA 92648   Sole Voting Power
</TABLE>
The foregoing totals are based upon Twelve Million One Hundred
Seventy-Four Thousand Four Hundred Sixty Two Eleven Million Nine
Hundred Seventy Two Thousand Seven Hundred and Thirty (12,174,462)
common shares of the Company issued and outstanding stock as of
December 31, 2002.

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 26, 2003           /s/    A. Robert Sobolik

                         A. Robert Sobolik
                         Executive Vice President/Treasurer