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

	FORM 10-KSB/A

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

	    For the fiscal year ended December 31, 2003
	OR

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

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

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


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

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

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

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

Part I

Item 1.	Description of Business.

BUSINESS DEVELOPMENT

INCEPTION THROUGH DECEMBER 2003

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

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

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

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

  CORPORATE ACQUISITION BY THE PREDECESSOR

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

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

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

  SECURITIES OFFERINGS OF THE PREDECESSOR AND COMPANY

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

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

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

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

  FILM LIBRARY ACQUISITIONS

The Company acquires various completed motion pictures and
television productions, some of which are totally or partially
purchased in exchange for common stock, preferred stock, and a
revenue participation of the Company.  A significant acquisition
occurred in November of 1991, at which time the Company entered
into an agreement with an un-related non-affiliated entity,
Presidio Productions, a California corporation ("Presidio"),
whereby the Company acquired all right, title and interest in 136
motion picture and television productions ("Product") in exchange
for a total consideration aggregating 2,000,000 fully paid, non-
assessable, unregistered Rule 144 shares of common stock of the
Company and 25,000 fully paid, non-assessable, unregistered
shares of preferred stock of the Company.  Further terms and
conditions of the Company/Presidio transaction were as follows:
a.) The Company agreed to cause all of the common shares being
issued to Presidio thereunder to be issued immediately following
the "closing" of the Company/Presidio transaction; and, b.) The
Company issued the remaining preferred shares upon the delivery
of all physical elements of the product including 35mm gauge
negative film footage, 35mm gauge answer print film footage, 1-
inch videotape masters, 3/4" videotape submasters, and 1/2"
videotape archival cassettes.

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

  FORMATION OF OPERATING SUBSIDIARIES OF THE COMPANY

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

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

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


BUSINESS OF COMPANY

PRINCIPAL PRODUCTS AND SERVICES OF THE COMPANY

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

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

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

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

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

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

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

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

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

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

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

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

   DOCUMENTARY/DOCUDRAMA/SCREENPLAY ACQUISITION AND MARKETING

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

  SCREENPLAY/TELEPLAY ACQUISITION

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

  FEATURE FILM CO-PRODUCTION

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

  TELEVISION ACQUISITION

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

  TELEVISION CO-PRODUCTION

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

  FEATURE FILM ACQUISITION

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

  FEATURE FILM CO-PRODUCTION

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

  FEATURE FILM LIBRARY ACQUISITION AND DISTRIBUTION

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

  TELEVISION CO-PRODUCTION

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

  FEATURE FILM CO-PRODUCTION/CONSULTANCY

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

  DOCUDRAMA CO-PRODUCTION

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

  TELEVISION SYNDICATION AGREEMENT

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

  FEATURE FILM CO-PRODUCTION

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


  FEATURE FILM ACQUISITION

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

  TELEVISION CO-PRODUCTION II

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

  SPECIALTY VIDEO DISTRIBUTION ARRANGEMENT

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

CURRENT AND ANTICIPATED DEVELOPMENTS IN THE COMPANY'S BUSINESS

  FEATURE FILM CO-PRODUCTION

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

  WEBSITE DEVELOPMENT, CREATION AND IMPLEMENTATION

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

  SPECIALTY TELEVISION PRODUCTION

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

  FILM AND TELEVISION PRODUCTION ACQUISITION

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

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

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

BUSINESS ENTERPRISES UNDER CONTEMPLATION BY THE COMPANY

*   CORPORATE ACQUISITION NEGOTIATIONS

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

MARKETING OF THE COMPANY'S PRODUCTS AND SERVICES

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

THEATRICAL EXPLOITATION - An average of approximately 60% of
theatrical revenue within the industry as a whole is derived from
the North American market with respect to English language films.
The balance comes from overseas outlets with the most significant
being Japan, France, Germany, Italy, the United Kingdom and
Australia.  The overseas market is very important to the overall
gross revenues of a film and is once again on the incline due to
the decrease in the value of the dollar.  Foreign markets
fluctuate, but in general can be responsible for 60% of the total
box office revenue of the film.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

DEPENDENCE ON A FEW MAJOR CUSTOMERS

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

THE COMPANY'S FUTURE CAPITAL REQUIREMENTS

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

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

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

EMPLOYEES

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

Item 2.  Description of Property.

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

Item 3.  Legal Proceedings.

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

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

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

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

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

Part II

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

The Company's common stock is traded in the Over-the-Counter
market and prices are quoted by National Quotation Bureau, Inc.
(NQB) on the NASD Electronic Bulletin Board.
<TABLE>
The following are the high and low Registrant share prices (NASD
Electronic Bulletin Board) for each fiscal quarter of 2003
<CAPTION>
                               Prices
Fiscal 2003                High        Low
<S>                         <C>          <C>
First Quarter              .05          .04
Second Quarter             .05          .04
Third Quarter              .05          .04
Fourth Quarter             .05          .03
</TABLE>

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

				Prices
			   High        Low

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

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

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

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

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


 RESULTS OF OPERATIONS

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

For the year ended December 31, 2003, net loss was $(6,356,858).
For the year ended December 31, 2002, net loss was $(37,382).
The increased loss in 2003 resulted from the year 2003 $6,241,258
writedown of motion picture and television properties and the
$68,500 provision for doubtful accounts.  The writedown resulted
primarily from management's lower valuation of certain of its
completed motion pictures included in its acquired library due to
lower future revenue estimates at December 31, 2003 compared to
December 31, 2002.

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

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

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

The Company's motion picture and television participation
strategy has primarily been to expend its resources and to set in
place strategic relationships and contracts in preparation for
the continued development, acquisitions, production and/or
marketing/distribution of quality moderate budget feature length
motion pictures, documentaries, docudramas and television
productions. The strategy additionally includes the acquisition
of screenplays and teleplays suitable for development/packaging
and completed motion pictures and television projects for
licensing and marketing/distribution opportunities for all
applicable sales territories throughout the world.  At such time
that additional working capital is secured, it is the Company's
opinion that sufficient revenue will be generated by the existing
film and television library and future distribution of potential
new product, ultimately realizing its projected return on
investment. Arrangements for participation by the Company in
various feature film and television productions for the last 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 preparation for marketing and distribution of
the feature film entitled WHAT'S IN A COOKIE produced by
production company Rocinante Productions Inc. and providing 50%
of gross revenue participation to the Company in
perpetuity. (4) In 2000, the acquisition and preparation
for marketing and distribution of the feature films entitled
MALEVOLENCE and THE SECOND COMING produced by production company
Sig Larsen Productions Inc. and providing 50% of gross revenue
participation to the Company in perpetuity. Other arrangements
include preparation for Internet marketing and distribution of a
feature length film acquired by the Company entitled CITIZEN
SOLDIER originally produced by M&D Productions, a 7-year old Los
Angeles based film production company, purchased by the Company
in 1995 and providing a 60% gross revenue participation to the
Company in perpetuity.

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

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

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

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

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

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

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


 GENERAL

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

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

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

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

 LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

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

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

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

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

Item 7.  	Financial Statements.

WORLD WIDE MOTION PICTURES CORPORATION
Index to Financial Statements
								  Page

Reports of Independent Auditors					  F-2

Financial Statements:

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

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

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

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

   Notes to Consolidated Financial Statements			  F-7


F-2.

REPORT OF INDEPENDENT AUDITOR

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

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

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

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

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


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


Freeport, New York
February 11, 2005



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

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

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

INDEPENDENT AUDITOR'S REPORT


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

We have audited the accompanying consolidated balance sheets of
World Wide Motion Pictures Corporation and subsidiaries as of
December 31, 2003 and 2002, 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 internal controls
and the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above and accompanying notes present fairly, in all material
respects, the financial position of World Wide Motion Pictures
Corporation and subsidiaries as of December 31, 2003 and 2002,
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 12, 2004


F-3.

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

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

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

Liabilities and Stockholders' Equity

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

   Total liabilities		 			        30,833 	        32,545

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

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

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

See notes to consolidated financial statements.


F-4.

WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations

							      Year Ended December 31,
							         2003		2002

Operating revenues					   $    16,000 	   $   24,226

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

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

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

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

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

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

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

   Diluted		 				    13,296,988 	   12,859,037

See notes to consolidated financial statements.


F-5.

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

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

Balances,

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

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

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

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

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

Balances,

December 31, 2002    476,217    224,54    212,174,462   12,174   10,420,920
										 25,021   10,682,657

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

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

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

Balances,

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

See notes to consolidated financial statements.


F-6.

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

							      Year Ended December 31,
							         2003		2002

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

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

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

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

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

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

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

Cash, beginning of year		 				49,199 	       63,552

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

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

      Income taxes 					   $	   - 	   $ 	  -

See notes to consolidated financial statements.


F-7.

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

1. Description of Business

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

2. Summary of Significant Accounting Policies

a. Principles of consolidation

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

b. Cash and cash equivalents

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

c. Revenue recognition

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

d. Motion picture and television properties

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

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

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

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

e. Equipment

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

f. Income taxes

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

g. Estimates

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

h. Loss per share

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

i. Stock-based compensation

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

j. Reclassification

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

3. Motion Picture and Television Properties

Motion picture and television properties consist of:

							      Year Ended December 31,
							         2003		2002

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

   Totals						    10,604,498	    10,586,934

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

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

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

							      Year Ended December 31,
							         2003		2002

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

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

4. Debt

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

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

   Totals						   $	30,833 	   $	31,835

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

5. Preferred Stock

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

At December 31, 2003, preferred stock consists of:

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

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

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

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

$10.00 par value totals	  23,000 		  4,000

Total preferred stock	 491,217 		765,268

6. Income Taxes

   WWMPC and its subsidiaries file consolidated federal income
   tax returns.

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

							      Year Ended December 31,
							         2003		2002

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

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

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

7. Commitments and Contingencies

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

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

8. Subsequent Events

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


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

N/A

Part III

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

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

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

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

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

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

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

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

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

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

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

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

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

John D. Foley            Director             1990     2004
Age 53

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


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

Lewis O'Neil             Director             1998	     2006
Age 52

Ben Whitfield Jr. Esq.   Director             1980           2004
Age 54

Brendan Cahill           Director             1986           2006
Age 57

Alex Trebek              Director             1987           2004
Age 63

Leroy J. Steele          Director             1987           2004
Age 81

Robert Lisnow            Director             1998           2006
Age 54

Peter Lallos             Director             1988	     2006
Age 70

Philip Langwald          Director             1985           2006
Age 97

Fred Baron	         Director             1994	     2006
Age 52

Charles Newirth          Director             1994           2006
Age 48

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

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

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

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

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

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

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

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

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

JAMES J. AITKEN, age 63- Mr. Aitken is the Vice President of
Finance and Administration of the Company.  He is responsible for
the overall business management and administrative systems of the
Company.  He is a Certified Public Accountant and was formerly a
Partner and Regional Manager for Ernst & Whinney (now Ernst &
Young), a national and international public accounting firm.  His
experience while engaged in public accounting encompassed a wide
variety of clients including many companies in the entertainment
industry including television, radio, cablevision and
professional sports teams.  Mr. Aitken has led many conferences
and advanced workshops in professional management and accounting
sponsored by Ernst & Whinney.  He has also been an instructor and
professor of business and finance and accounting courses at the
University level.  He is a member of the American Institute of
Certified Public Accountants and several other professional
societies and organizations related to business management and
finance.

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

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

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

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

BENJAMIN WHITFIELD, JR., ESQ., age 54 - Mr. Whitfield is
presently a practicing civil attorney with an emphasis in the
field of entertainment law.  He has served as United States
Assistant District Attorney and as an Assistant Attorney General.
Mr. Whitfield is a member of the law firm of Wright, Reed &
Whitfield, P.C., one of the entertainment law firms serving the
corporation.

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

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

LEROY J. STEELE, age 81-Mr. Steele's background encompasses
over 40 years as an executive with various corporations within
the United States and in Canada, including Executive Vice
President and Chief Operating Officer for Bullock's company in
Los Angeles, Vice President and General Manager for the Boston
stores on the Eastern seaboard, and Chairman of the Board/Chief
Executive Officer for A.J. Freeman Ltd. in Ottawa, Canada.  Mr.
Steele has also been a business management consultant and advisor
for many years.

PETER LALLOS, age 70- Mr. Lallos was most recently Senior Vice
President for the investment banking firm of Bear, Sterns & Co.
in New York City.  He has previously held senior corporate
positions including Managing Director for Manufacturer's Hanover
Trust Company, Senior Vice President - E.F. Hutton & Co. and
Senior Vice President - Donaldson, Luftkin & Jenrette.  Mr.
Lallos' Wall Street expertise encompasses more than 25 years of
investment banking, commercial banking and specialized public and
corporate financing around the world.

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

FRED BARON, age 52- Mr. Baron is currently Senior Production
Executive for Twentieth Century Fox Film Corp. where he is
responsible for all phases of production oversight for all
feature film production at the studio.  Prior to his studio
involvement, he was production representative at HBO, overseeing
a wide range of features and M-O-Ws.  Mr. Baron has also acted as
co-producer on television productions such as TALES FROM THE
CRYPT and production coordinator and production supervisor on a
wide variety of independent motion picture/television production.

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

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

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

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

* (Indicates members of the Executive Committee)

FAMILY RELATIONSHIPS

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






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

SUMMARY COMPENSATION TABLE

                Annual Compensation Long-Term Compensation Awards        Payouts

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARRANGEMENTS WITH DIRECTORS

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

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

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

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

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

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

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

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

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

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


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

Common    Philip Langwald                103,333           .79%
          Chairman Emeritus/             Sole Ownership
          Corporate Director             Sole Voting Power
          16032 Lemond Hills Trail #173
          Del Ray Beach, FL 33446

Preferred Philip Langwald                2,500
          Chairman Emeritus/             Sole Ownership
          Corporate Director             Sole Voting Power
          16032 Lemond Hills Trail #173
          Del Ray Beach, FL 33446

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item 12.  Certain Relationships and Related Transactions.

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

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

N/A

SIGNATURE

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


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

                         A. Robert Sobolik
                         Executive Vice President/Treasurer


WORLD WIDE MOTION PICTURES CORPORATION
                     A Michigan corporation

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


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

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

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

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





CERTIFICATION OF CEO

                    WORLD WIDE MOTION PICTURES CORPORATION
                             A Michigan corporation

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

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

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

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

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


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


I,  Paul D. Hancock,  certify  that;

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

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

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

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

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

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

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

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

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

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

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


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

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


I,  A. Robert Sobolik,  certify  that;

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

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

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

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

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

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

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

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

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

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

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


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