Part I
Item 1. Description of Business.

BUSINESS DEVELOPMENT

INCEPTION THROUGH DECEMBER 1996

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 32 states and 7 foreign countries
including England, Japan, Singapore, Australia, Germany, Israel,
and Canada including the names of 15 broker-dealer firms holding
the 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, educational seminars and health care services.

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, 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.  

(bullet) CORPORATE ACQUISITION BY THE PREDECESSOR

In March of 1981, the Predecessor acquired G.L. Productions Inc.,
a Washington, D.C. company ("GLP") and all of its assets.  GLP was
a production and distribution company producing and distributing
short subject, docudrama, documentary and industrial motion
pictures.  Certain of GLP's productions were produced and
distributed in conjunction with the United States Government.  The
Predecessor acquired GLP by the exchange of 12,469 then authorized
and previously unissued shares of the Predecessor which, upon
merger with the 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 of five (5%) percent of
any revenue of the product library of the Company that was owned by
GLP prior to its acquisition by the Predecessor from lease or sale
by him personally to third parties.  (There have been no
commissions earned by Mr. Lindsey during the past three years.)

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

On February 7, 1980, Juggernaut Energy Corporation was incorporated
under the laws of the state of Utah.  In April of 1980, Juggernaut
Energy Corporation had prepared an offering circular for the
issuance of an initial public offering of up to 500,000 shares of
its common stock for the purpose of acquiring a maximum of $100,000
or minimum of $50,000 in working capital.  The offering was
underwritten by First Equities Corp. of Salt Lake City, Utah, the
effective date of which was April 18, 1980.  The stock offering
price was $.20 per share and the offering was closed upon the
acquisition of the minimum amount of expected proceeds.  Combined
with the original incorporator's stock, immediately following the
close of the public offering, the Company's outstanding shares of
common stock totalled 1,350,000 (150,000 initially issued to
Officers, Directors and Founder of the corporation; 500,000 from
offering; 150,000 at par value $0.01 as partial consideration for
the assignment of interest in oil exploration; 550,000 for
$5,500.00 cash).  On October 17, 1981, Juggernaut Energy
Corporation amended its Articles of Incorporation to effect a name
change to National Power Corporation, increase the authorized
common stock to 50,000,000 shares, and decrease the par value from
$.01 to $.0025 per share.    

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

(bullet) 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 proposed a public offering of its common stock
since the initial public offering of the National Power Corporation
in 1980.

(bullet) FILM LIBRARY ACQUISITIONS

The 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 has 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.  A limited amount of
revenue has been received from the leasing of films and television
productions in the library.  

(bullet) 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 scheduled on an annual basis and workshops,
lectures and forums intermittently throughout the year.  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. A diversified subsidiary corporation
was formed in December 1996 to provide a variety of home health
care and temporary nursing services to the healthcare delivery
system.  This new subsidiary expects to begin producing profits
during the first quarter of 1998.

BUSINESS OF 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 two basic sources are:  (1) theatrical
exhibition pursuant to agreements which generally provide for
payment by the exhibitors of a percentage of box office receipts
with or without a guarantee of a fixed minimum, and (2) licensing
to television networks and independent stations pursuant to
agreements which provide for a fixed number of telecasts over a
fixed period of time for a fixed license fee payable in periodic
installments.  Substantial additional profits may accrue from
ancillary areas of the industry including retail home video
cassette sales and rentals, product merchandising, literary rights,
and related paraphernalia. Currently, 100% of the Revenue received
by the Company has been from the leasing of film and television
productions from its library.

The Company produces/co-produces and markets its product as
individual motion pictures and television productions which are
customarily organized and accounted for as separate businesses with
their own management, employees, equipment and budgets. Currently,
the 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 coordination of the film or
video as well as planning, principal casting, technical and
creative responsibilities to be performed in conjunction with the
director of the production.  The production of a full length motion
picture or feature television project involves a number of related
activities which, in general, can take six months to a year to
fully complete.

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

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

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

Additionally, the Company currently owns and maintains a completed
film and video library encompassing 273 titles of feature length
motion pictures, documentaries, docudramas, and television
projects.  For internal control, the Company's Board of Directors
directed management to retain an independent appraiser in order to
verify the value of its library as currently determined by staff
and management.  The Company also owns film equipment, a sound
effects library, a still slide library, novels and options on
treatments and holds a beneficial interest in certain ongoing
contracts.  Options on literary treatments otherwise defined as
developing storylines and creative ideas are occasionally secured
by the 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 project such as
rewriting, packaging, financing, production and budgeting.  The
Company's "beneficial interest" (percentage of future revenue, if
any) in certain ongoing contracts includes certain of the
above-referred to options or options on already fully prepared
screenplays or teleplays which may or may not be produced into a
film or television production at some unknown time in the future. 
None of the ongoing contracts "beneficial interest" entered into by
the Company is significantly material to the Company's current
financial condition and/or operations at the present time.  The
full development of the contracts is dependent on the acquisition
of additional capital by the Company.

Distribution of product by the Company initially can be generally
handled through the  Company's  distribution/marketing network of
associated companies (see MARKETING OF THE Company'S PRODUCTS AND
SERVICES), 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,
and domestic and international satellite broadcast.  The Company's
producer's representative, in some cases, acts 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 one of its
product. 

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

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:  Emmy awards (David
Toma/CBS Movie-of-the-Week, BABIES HAVING BABIES), Emmy
nominations, Drummer awards (former executive vice president and
current advisor Henry Barth/wide variety of industrial and training
films), gold/silver and bronze medals from various international
film festivals (George Lindsey/New York and Chicago Film Festivals
for docudramas and documentaries), Academy awards and academy award
nominations (Charles Newirth/feature film FORREST GUMP) and Academy
award nominations (Fred Baron/feature film ROBOCOP)(John R.
Woodward/feature film THE SHAWSHANK REDEMPTION).

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 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, these future markets and expanding technologies will
continue to promote further new ways to exploit film and television
entertainment product; i.e., with mass appeal increasing as
specific technological industries such as high definition
television, CD-Rom, and expanded internet communications.  Full and
complete exploitation of these agreements and arrangements by the
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 capital
acquisitions by small and midsize companies.  

Since its creation in July of 1977, the Company's management
continuously researches data, updates pertinent technical
information, and has subsequently implemented procedures regarding
the production of and consultancy for moderately budgeted feature
film (production budgets of approximately $250,000 to $5,000,000)
and television projects produced on a continual flow of product
basis. (Management of the 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 the 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.

(bullet) 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 feature 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.

(bullet) 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.

(bullet) 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.

(bullet) 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.

(bullet) 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 and 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.

(bullet) FEATURE FILM ACQUISITION

On September 6, 1990, the Company through an acquisition agreement
("Agreement") with Tagerick Films of Los Angeles, CA acquired all
right, title and interest in the feature length motion picture
entitled TERROR ON SHADOW MOUNTAIN ("product") 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.

(bullet) 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.

(bullet) FEATURE FILM LIBRARY ACQUISITION AND DISTRIBUTION

On November 29, 1991, the Company acquired 136 feature film and
television productions ("product") from Presidio Productions Inc.
("Presidio") for marketing and exploitation purposes in all markets
and all territories worldwide.  At the time of this filing the
product was in various stages of marketing and distribution. 
According to the terms of the agreement the 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.

(bullet) 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 being
readied for distribution in the spring of 1996.  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.

(bullet) 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 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 Blockbuster Video to 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.

(bullet) 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").  The narrated
product completed production in July of 1993.  At the time of this
filing the product has not been distributed in any markets or
territories.  According to the terms of the Agreement the 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.

(bullet) 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
is part of the Company's acquired film and television library,
including 14 feature length motion pictures and 3 television
productions.  The syndication territories include 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.

(bullet) 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.


CURRENT AND ANTICIPATED DEVELOPMENTS IN THE COMPANY'S BUSINESS

BUSINESS ENTERPRISES UNDER CONTEMPLATION BY THE COMPANY

(bullet) FEATURE FILM ACQUISITION

The Company has entered into an acquisition agreement ("Agreement")
with  M&D Productions of San Jose, CA, for the acquisition of all
right, title and interest for the feature length motion picture
entitled CITIZEN SOLDIER ("product") starring Dean Stockwell and
Billy Gray.  Delivery of all final elements was completed on
November 27, 1995. According to the terms of the Agreement the
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.

(bullet) FEATURE FILM CO-PRODUCTION

The Company has entered into a preliminary agreement with Jimmy
Williams Productions Inc. of Los Angeles, CA in anticipation of
constructing a formal co-production and marketing/distribution
agreement  for the production and distribution of a full length
motion picture entitled MANASOUR ("product").  The product is
currently in principal photography and is expected to be ready for
marketing and distribution in the winter of 1996.  According to the
terms of the proposed agreement the Company would retain 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.

(bullet) TELEVISION CO-PRODUCTION  

The Company has entered into a preliminary agreement with Ironweed
Productions of Detroit, MI for the development, co-production and
distribution of a television pilot production entitled THE DAILY
GRIND ("product") in anticipation of a episodic television
production series to be produced in conjunction with one or more
major broadcast television outlets in the television industry. 
According to the terms of the proposed agreement the Company would
retain 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.

(bullet) SPECIALTY VIDEO DISTRIBUTION ARRANGEMENT

On July 23, 1996, the Company executed an arrangement to market and
distribute worldwide the 60-minute specialty instructional video
entitled THE INTERNET TOUR GUIDE ("product").  The product is in
the beginning stages of marketing and distribution and has not yet
realized any revenue from such initial efforts.  According to the
terms of the arrangement the 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.

(bullet) TELEVISION CO-PRODUCTION II   

The Company has entered into an agreement ("Agreement") with
Pacific Pictures of Los Angeles, CA for the development,
co-production and distribution of a television series of 5 special
interest 30-minute productions ("product").  The series will be
distributed to independent, low power (LP) and cable outlets
throughout the United States.  According to the terms of the
Agreement the 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.

(bullet) CORPORATE ACQUISITION NEGOTIATIONS

For the past three 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 medical services.  Management of the Company has had
indepth internal discussions concerning the risks, requirements,
potential and overall viability of associating with a highly
diversified business.  In the opinion of the Company's management,
so long as the diversified business maintains serious potential
revenue producing capability, management expertise for sustaining
such ongoing revenue potential, clarity of mission statement and
objectives, and cash flow potential which could be used in the
development of the 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 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 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, LOW
POWER (LP) REGIONAL TELEVISION, PUBLIC BROADCAST (PBS) TELEVISION,
AND ANCILLARY PRODUCT MERCHANDISING (ancillary product
merchandising includes revenues created from non-theatrical or
non-broadcast exploitation such as merchandising of t-shirts, toys,
books and music). All or some of these outlets are customarily
incorporated into a marketing strategy on either a regional,
national, or international exposure basis with quality, genre
public appeal, and rating, all being factors.  The 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), 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 foreign and domestic broadcast, television
and home video 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),
MNTEX CORPORATION (relationship between the Company and the company
includes sell-thru specialty video 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 importance of the overseas market is once again on
the incline due to the decrease in the value of the dollar. 
Foreign markets will be responsible for 60% of the total box office
revenue in the near future.  

The Company has acquired immaterial revenue at this time from
theatrical exhibition for the feature film product known as MOVIES,
MONEY AND MURDER aka BREAKING UP WITH PAUL.  (Further exploitation
of this product by the 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 range from $100,000 to more than
$5,000,000 plus escalators based upon such variables as box office
performance, print and advertising expenditures and the number of
screens secured during theatrical release.

CABLE TV, PAY TV, DBS, AND MATV  EXPLOITATION - Pay television has
shown tremendous growth over the past decade.  The market leaders,
past and present, have been Home Box Office (HBO), Cinemax, and
Showtime/The Movie Channel.  These pay television services have
recently exhibited over 300 films per year.  Of the approximately
$20 (basic) per month that a pay television subscriber pays to a
cable company, about $10 is returned to the pay television service
and in turn, $3 to $6 is returned to the distributor. 
Distributors, on exclusive multi-picture deals, have been able to
command prices of $3 to $8 million per film.  On a non-exclusive
basis, prices range from $1 to $2 million per film where the film
has achieved average success.  Certain of the Company's film
library are shown periodically on cable television.

A relatively new area of exhibition is pay-per-view.  At present,
there are approximately 12 million homes equipped to receive the
service and that number is expected to increase to 30 million by
the end of the decade.  Prices generally charged for pay-per-view
are $10 per show to the consumer, of which about 60% is being
returned to the distributor.  The expanding growth in this area
will continue to be a major new revenue source for film
distribution.  

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

The Company has acquired immaterial revenue at this time from cable
television, pay television, DBS and MATV for the feature film
projects entitled HOLLYWOOD HEARTBREAK, SWEET JUSTICE, COUGAR
JUNCTION, and television production specials entitled KJ COUNTRY,
specialty videos entitled THRILLS, CHILLS & SPILLS; THE REAL
GODFATHERS; HOLLYWOOD'S HOTTEST STUNTS, and fifteen public domain
classic feature film productions.  (Further exploitation of this
product by the 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 is between $1 million and $5
million.  Exceptional films may command substantially higher
prices.

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

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

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

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

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

The Company has participated in a variety of the preceding type
marketing and distribution arrangements over the past fifteen
years.  The Company's major effort has been focused on syndication
of television product and regional broadcast of television product
in the state of California.  As previously referenced, in order to
further expedite and create revenue from marketing and distribution
efforts of the 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 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.

DEPENDENCE ON A FEW MAJOR CUSTOMERS

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

THE COMPANY'S FUTURE CAPITAL REQUIREMENTS

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

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

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

EMPLOYEES

The Company presently has under contract eight officially elected
officers of the Company, one fulltime and two part-time
assistants. 
Certain of the contracts have provisions that are contingent upon
the acquisition of substantial working capital by the Company. 
Accordingly, certain of the officers do not devote their full time
to the business of the Company.  Full and parttime employees
involved in motion picture and/or television development production
or distribution operations number between approximately 5-60
depending on the number of projects in process, the complexity of
a particular project, and production and/or marketing timetables. 
Employees involved in the healthcare subsidiary currently number
approximately 25 year round.  The educational seminar subsidiary
only uses personnel when presenting a seminar or similar event at
which time approximately 3 to 5 employees are required.

Item 2.   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. The
Company's corporate records office at 561 E. Jefferson, Detroit,
Michigan, 48226; an administrative office at 326 N. Chestnut,
Lansing, Michigan; and a branch office of the Company at 42 King
Street, New York, New York, 10014.

Item 3.   Legal Proceedings.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

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

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

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

(3) Being subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily, barring,
suspending, or otherwise limiting his involvement in any type of
business, securities or banking activities; and 

(4) Being found by any court of competent jurisdiction (in a civil
action), the Commission or the Commodities Futures Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended
or vacated.

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

Item 4.   Submission of Matters to a Vote to security holders.

N/A

Part II

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

MARKET FOR COMMON EQUITY

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

SECURITY HOLDERS

As of December 31, 1996, the latest practicable date for which
information is available, the Company had approximately 756 holders
of record of the Company's common equity.
     
However, based upon its proxy solicitation procedures for the last
year's annual meeting of stockholders and institutional holdings,
the Company believes it has more than 1,000 beneficial owners of
its common stock.

DIVIDENDS

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

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

LIQUIDITY AND CAPITAL RESOURCES

Management's discussion and analysis of financial condition and
results of operation should be read in conjunction with the
consolidated financial statements and related notes.  In fiscal
1995 and 1996 the Company continued its involvement in a variety of
feature 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.  In order to finance its operations, working capital
needs and capital expenditures, the Company utilized revenue from
licensing fees, loans, proceeds from the private sale of equity
securities, deferred compensation, profit participation, and equity
in exchange for services and product.  In accordance with the
Securities and Exchange Commission "Regulation D", and subject to
Rule 144 restrictions, the Company issued 386,500 shares of common
stock and 0 shares of preferred stock in 1995 for cash and 973,000
shares of common stock and 0 shares of preferred stock for product
and services.  In 1996, the Company issued 123,123 shares of common
stock and 0 shares of preferred stock for cash and 491,507 shares
of common stock and 15,000 shares of preferred stock for product
and services acquired by or provided to the Company.  Further, in
1994, the Company entered into a loan agreement with Huntington
National Bank whereby the Company obtained a letter of credit in
the aggregate maximum amount of $50,000.  The letter of credit was
for a period of 12 months and the agreement expired in February,
1995.  The Company did not find it necessary to borrow under that
agreement.   This credit arrangement remains available to the
registrant under the same above terms and conditions.  The Company
uses its primary business loan ($50,000) line of credit provided by
Wells Fargo Bank  for current cash flow needs and occasionally its
credit lines at other financial institutions, and with its
suppliers.

The Company's principal liquidity at yearend 1995 included cash of
$12,298 and net accounts receivable of $1,500, and at yearend 1996
cash of $196,318 and net accounts receivable of $1,500.  After a
review of the financial statements at yearend 1994 adjusting
entries to the statements were made to reflect a writeoff of some
of the accounts receivable in light of their age and apparent
uncollectibility.  The Company's liquidity position has remained
sufficient enough to support on-going general administrative
expense, pilot programs, strategic position, and the garnering of
contracts, relationships and film and television product for
addition to the Company's library, and the financing, packaging,
development and production of two feature films.  Although the
Company during 1995 and 1996 experienced revenue, 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 a future
proposed public offering of its common shares to the public.  It is
anticipated that such an offering will commence within the next 24
months for an amount to be determined by the Company and
underwriter(s).   

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

RESULTS OF OPERATIONS

The Company has presented a consolidated balance sheet which
includes five wholly-owned subsidiaries: Environmental Services
Corporation, World Wide Films Inc., World Wide Productions Inc.,
World Wide Film & Television Institute, and World Wide Medical
Services Ltd.  The 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 pursue such opportunities.

The Company's motion picture and television participation strategy
has been to expend its resources and to set in place relationships
and contracts in preparation for the continued development,
acquisitions, production and/or marketing/distribution of quality
moderate budget feature length motion pictures and television
productions.  The strategy additionally includes the acquisition of
screenplays and teleplays suitable for development and completed
motion pictures and television projects for licensing and
marketing/distribution opportunities for all applicable sales
territories throughout the world.

At such time that the above-referred to additional working capital
is secured, it is the Company's opinion that substantial revenue
will be generated by the existing film and television library and
future distribution of potential new product, ultimately realizing
its projected return on investment.  Arrangements for participation
by the Company in various feature film and television productions
for the last 24-month period include gross and net revenue
participations in one feature film and two television productions
ranging between 2-60% of worldwide revenue potential including all
markets and all media that the particular production is distributed
in.  These arrangements include a feature length film entitled
CITIZEN SOLDIER originally produced by M&D Productions, purchased
by the Company in 1995 and providing a 60% gross revenue
participation to the Company in perpetuity.  Also, in 1995, the
Company purchased thirty-seven feature film submaster (videotape)
prints from Stanley Pappas providing 20% of any gross revenue of
the product in perpetuity and the television productions entitled
TIPS FOR BETTER HEALTH and MARKET PLACES OF THE WORLD, both owned
and produced by Pacific Pictures and providing 5% gross revenue
co-production participation to the Company in perpetuity. 
Additionally in 1995, the Company licensed to Media One
Broadcasting for $71,000 and 40% of net revenue the right to
telecast four feature motion pictures and seventeen television
productions which the Company owns as part of its library.  In 1996
the Company licensed to Whitman Productions twenty feature films
and television productions for $75,000 and 40% of net revenue for
the right to telecast and exploit those productions which the
Company owns as part of its library.  In 1995 and 1996, 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 EXCHANGE STUDENT offered by production company Loon Star Film
Partners (20%); and BLOOD PASSION offered by production company
Risk Productions (20%); CHOICE offered by production company Best
Pictures Inc. (50%); and ALONG FOR THE RIDE offered by production
company Wittman Productions Inc. (50%).

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

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

<TABLE>
The following is a chart showing the comparison between 1995 and
1996.
<CAPTION>


CATEGORY           1995           1996           % CHANGE
<S>                <C>            <C>            <C>
Net Profit (Loss)   (184,644)      (243,086)     -.064%
Assets              17,659,422     17,539,277    -.0068
Stockholder Equity  17,642,820     17,407,742    -.0068
Liability           16,602         131,535       -.004
Net Revenues        71,000         75,000        +.066%
Inventory           17,892,167     17,341,459    +.00013
</TABLE>

Item 7.   Financial Statements.

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

INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying consolidated balance sheets of
World Wide Motion Pictures Corporation and subsidiaries as of
December 31, 1996 and 1995, and the related statements of income,
stockholders' equity, and cash flows for the years then ended. 
These financial statements and accompanying notes are the
responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.

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

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

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

<TABLE>
Consolidated Balance Sheets
<CAPTION>
     WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                    DECEMBER 31, 1996 and 1995
                              AUDITED
Assets
                                             1996        1995
<S>                                          <C>         <C>
Cash                                         196,318     12,298
Accounts Receivable                          1,500       1,500 
Completed Motion Pictures/
Television Productions                       16,118,061
16,116,258 
Film Properties (Screenplays/Teleplays)      1,680,967   
1,680,472 
Property and Equipment                       46,437      46,437 
Other Assets                                 49,000      49,000  
  Less Accumulated Depreciation              (553,006)   
(246,543)
Total assets                                 $17,539,277 
$17,659,422  
Liabilities
Customer Deposit                             115,000     0
Common Stock Payable                         205         272
Preferred Stock Payable                      30          30
Notes Payable                                16,300      16,300
Total Liabilities                            131,535     16,602

Stockholder's Equity
Common Stock $.001 Par Value, 100,000,000
Shares Authorized, 46,099,592 Issued         46,099      45,463
Preferred Stock $.01 Par Value, 1,000,000
Shares Authorized, $10.00 Par Value 100,000
Shares Authorized, 121,217 Issued            1,212       1,052
Capital in Excess of Par Value               18,163,259 
18,156,047
Retained earnings (deficit)                  (802,828)   
(559,742)
Total Stockholder's Equity                   $17,407,742 
$17,642,820
Total Liabilities and 
Stockholder's Equity                         $17,539,277 
$17,659,422
<FN>
<F1>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>

<TABLE>
Consolidated Statements of Income
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
DECEMBER 31, 1996 and 1995
AUDITED

                                   1996      1995
<S>                                <C>       <C>
Revenues                           $75,000   $71,000
Operating expenses:
     Administrative                11,623    14,937
     Depreciation                  306,463   240,707
        Total operating expense         318,086   255,644
     Net income (loss)                  $(243,086)$(184,644)
Earnings available to common stockholders
  (and common share equivalent)         $(.005)   $(.005)   
Earnings per common share, assuming
  full dilution                         $(.005)   $(.005)
<FN>
<F1>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>

<TABLE>
Consolidated Statement of Cash Flows
<CAPTION>
     WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF CASH FLOWS
                        DECEMBER 31, 1996
                              AUDITED
                                            1996
<S>                                         <C>       <C>           
Cash flows from operating activities
Net income (deficit)                                  $
(243,086)
Adjustments to reconcile net income to net 
cash provided by operating activities:
Depreciation                                $ 306,463
(Increase) in customer deposit                115,000
(Decrease) Increase in accounts payable     (67)
     Net cash provided by operating activities           $  421,396 
Cash flows from investing activities:
Purchase of Assets                          $    (2,458) 
      Net cash provided by investing activities             $(2,458)
Cash flows from financing activities:
Proceeds from issuance of preferred and 
common stock                                $  8,168
     Net cash flow provided by financing activities   $             
     8,168  
Net increase in cash and cash equivalents             $      184,020
Cash and cash equivalents - beginning of year           $     12,298
Cash and cash equivalents - end of year                  $   196,318
<FN>
<F1>
As of year end December 31, 1996, the Company issued 521,507
shares of common stock and 15,000 shares of preferred stock for
product and services acquired by or provided to the Company. In
addition, there are 20,500 common and 3,000 preferred shares of
stock payable pending consummation of transactions ($205, $30).
<F2>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>

<TABLE>
Stockholders Equity
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
DECEMBER 31, 1995 AND 1996


              STOCK     AMT        ADDITIONAL         RETAINED   TOTAL
         COMMON   PREFERRED (P/V)  PAID IN CAPITAL    EARNINGS   S/E      
<S>      <C>      <C>   <C>        <C>      <C>       <C>
BAL,
12/31/94 44,361,765  46,700  45,414  15,650,729  (375,098) 15,321,045
NET INCOME
(LOSS)                                      (184,644)
STOCK 
ISSUED   1,101,530   58,500  1,101   2,505,318   
BAL,
12/31/95 45,463,295  105,20046,515 18,156,047    (559,742) 17,642,820
NET INCOME
(LOSS)                                      (243,086)

STOCK
ISSUED   636,297  16,017           796      7,372          
BAL,
12/31/96 46,099,592  121,217 47,311  18,163,259  (802,828) 17,407,742
<FN>
<F1>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>

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

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

NOTE 1 -DESCRIPTION AND HISTORY OF THE BUSINESS.  
The Company was founded in July 1977 and incorporated December 9,
1980.  In March 1981, the Company acquired G.L. Productions Inc. 
The acquisition was a production and distribution company for short
subjects, docudramas, documentaries and industrial films,  many of
which were made in conjunction with the U.S. Government.  The
Company acquired the entire film and television library and related
film production equipment.  The transaction was facilitated by the
exchange of two million (2,000,000) shares of the Company's common
stock for 100% of the common stock of the acquisition. The Company
has also acquired other motion picture and television productions
and acquired marketing/distribution interest in additional motion
picture and television productions.  The Company's total library of
live action motion pictures and videotaped productions consists of
273 projects of various lengths and subject matter.  

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

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

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.  

These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries.  Because the commercial
potential of individual motion pictures and television programming
varies dramatically, and does not bear any relationship to their
production or acquisition costs, it is impossible to predict or
project a trend of the Company's income or loss.  However, the
likelihood of the Company reporting losses in the short term is
increased by the industry's method of accounting which requires the
immediate recognition of the entire loss (through increased
amortization) in instances where a motion picture or television
program produced is not expected to recover the Company's
investment.  On the other hand, the profit from a successful motion
picture or television program is deferred and recognized over the
entire period that revenues are generated by that motion picture or
television program.  This method of accounting may also result in
significant fluctuations in reported income or loss, particularly
on a quarterly basis, depending on the Company's release schedule
and the performance of individual motion pictures or television
programs.

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

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

The Company is continually negotiating with various potential
lessors of portions of the film and television library for the
implementation of exploitation possibilities.  The results of such
negotiations may materially affect the asset section of the
Company's balance sheet.  The value of the film and television
inventory is based on regular review and re-evaluation by the
Company's management.  Full exploitation of the Company's
investment in its film inventory is dependent on the acquisition of
additional capital.  The Company depreciates each film or
television program starting with its specific exploitation.

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

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

NOTE 3 - EARNINGS PER SHARE

Earnings per common share were computed by dividing Net Income
(Loss) by the nubmer of common shares outstanding during the year. 
Fully diluted earnings per share were cmputed assuming the
conversion of all convertible preferred shares.

NOTE 4 -  TAXES
The Company presents its tax returns on an accrual basis.  Certain
state and local tax filings may differ from the federal returns to
take advantage of beneficial local tax law.  At December 31, 1996,
the Company and its subsidiaries have sustained a cumulative
operating loss and may offset this loss against future taxable
income.  The Company does not expect to utilize the accelerated
depreciation option available under the U.S. Tax Code.

NOTE 5 - LEGAL PROCEEDINGS

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

NOTE 6 - SUMMARY OF CORPORATE SECURITIES MATTERS AND
STOCK ISSUANCE.  

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

<TABLE>
The following is the Company's common and preferred stock
authorized and issued and outstanding.
<CAPTION>
Company's common and preferred stock authorized and issued and
outstanding.

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

                       SHARES PREFERRED STOCK:
<S>                              <C>
PAR (STATED .001)              10.00    
AUTHORIZED                   100,000        
ISSUED AND OUTSTANDING        20,000
                    
PAR                              .01    
AUTHORIZED                  1,000,000      
ISSUED AND OUTSTANDING       115,000

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

NOTE 7 - SUMMARY OF SUBSIDIARIES.

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

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

NOTE 8 -  SUMMARY OF STOCK OPTIONS, EMPLOYMENT CONTRACTS,
ASSOCIATES, POTENTIAL DILUTION,  CONTINGENT LIABILITY AND ACCRUED
PROFESSIONAL FEES.

The Company has provisions for the issuance of options to purchase
shares of its common lettered stock and certain of its preferred
stock issued has conversion provisions wherein the holder may
convert his/her preferred shares to common lettered stock under
certain conditions.  There are 121,217 shares of preferred stock
outstanding that is potentially convertible to shares of common,
dependent upon the market price of the common stock. The Company
has entered into agreements to issue its common lettered stock for
certain goods and services and arrangements beneficial to the
ongoing activities of the Company.  Further, various employee
contracts, non-exclusive associates agreements, and service or
purchase contracts contain provisions for stock issuance.  The
Company expects to continue to enter into such agreements subject
to all applicable securities law.  The potential contingent
dilution from the issuance of the above stock is 9,498,340 shares.
The Company had an unpaid contingent salary liability to its
President and Chief Executive Officer, Paul D. Hancock.  Mr.
Hancock has waived this accumulated back salary of $3,080,000.  The
accrued professional fees of $269,191 have been waived by the
providers of service and accounted for as contributed capital.

NOTE 9 - NOTES PAYABLE, LETTERS OF CREDIT, LINE OF CREDIT

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

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


Part III

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

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

When the number of directors is changed, any newly created
directorships or any decrease in directorships are so apportioned
among the classes as to make all classes as nearly equal in number
as possible.  When the number of directors is increased by the
Board and any newly created directorships are filled by the Board,
there are no classifications of the additional directors until the
next annual meeting of shareholders.  Notwithstanding the
foregoing, unless voting rights thereon are equated to those on the
Common Stock, whenever the holders of any series of Preferred Stock
are entitled, voting separately as a class, to elect directors, the
terms of all directors elected by such holders expires at the next
succeeding annual meeting of shareholders.  Subject to the
foregoing, at such annual meeting of shareholders the successors to
the class of directors whose term then expires are elected to hold
office for a term expiring at the third succeeding annual meeting. 
At each annual meeting of the shareholders for the election of the
directors (or special meeting of shareholders in lieu thereof) at
which a quorum is present, those persons equal in number to the
number of director positions for which a class, series or
aggregation of classes and/or series are voting, who receive the
highest number of votes in such class, series or aggregation which
is voting for directors, counting all shareholders voting in person
or by proxy entitled to vote therefor, are elected as directors.  

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

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

DIRECTOR AND/OR
EXECUTIVE OFFICER                           FIRST ELECTED  TERM OF
NAME AND AGE             POSITION       OR APPOINTED    OFFICE   
<S>                     <C>                 <C>        <C>                
Rodney C. Kropf, Esq.   Chairman of the     1982       1997 
Age 70                  Board of Directors  

Paul D. Hancock         President/Chief     1977       Director/2000
Age 40                  Executive Officer              Officer/2015
                        and Director                        

A. Robert Sobolik       Exec. Vice President      1981 Director/2000
Age 61                  Treasurer and Director         Officer/
                                                       Indefinite

Larry Epstein, Esq.     Secretary      1989       Director/1999
Age 47                  Director                       Officer/
                                                       Indefinite

John R. Woodward        Vice President, Film      1982 Director/1998
Age 46                  Production and            Officer/
                        Director                       Indefinite

George T. Lindsey       Vice President, Creative  1982 Director/1998
Age 59                  Development and                Officer/
                        Director                       Indefinite

James J. Aitken, C.P.A. Vice President, Finance   1982 Director/1998
Age 60                  and Administration             Officer/
                        Director                       Indefinite
                    
John Levingston         Vice President/Marketing  1983 Officer/
Age 70                  and Distribution               Indefinite

John D. Foley           Director            1990       1999
Age 46

Robert E. Capps, Jr.    Director            1990       1999
Age 46

Ben Whitfield Jr. Esq.       Director       1980       1999
Age 47

Brendan Cahill          Director            1986       2000
Age 50

Karen J. Segel          Director            1991       1996
Age 49

Alex Trebek             Director            1987       1999
Age 56

Leroy J. Steele         Director            1987       1999
Age 74
Charles Bailey          Director            1985       2000
Age 63

Joseph Dyson, C.P.A.    Director            1983       2000
Age 60

Peter Lallos            Director            1988       2000
Age 63

Philip Langwald         Director            1985       1998
Age 90

Fred Baron              Director            1994       1998
Age 45

Charles Newirth         Director            1994       1998
Age 41

Brian J. Patnoe         Associate V.P.      1986       Indefinite
Age 37                  Administration

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

David A. Toma           Associate V.P. 1990       Indefinite
Age 47                  Production
</TABLE>

RODNEY C. KROPF*, age 70 - Mr. Kropf is Chairman of the Board of
Directors of the Company.  He is presently involved in the general
practice of law.  He has held various public positions with Federal
and local governments.  He was Assistant United States District
Attorney for five years and thereafter served as Assistant City
Attorney and City Attorney  in  the state of Michigan. Mr. Kropf
has had extensive experience in the organization and development of
radio stations throughout the Midwest such as W.E.R.C. (now
W.C.A.R).  He has participated in the acquisition and sale of many
radio properties for the Malrite Broadcasting Company.  He is the
director and officer of various corporations and has been active in
real estate, development, and construction of housing and
commercial properties.  He is a graduate of the University of
Michigan Law School and Wayne State University.

PAUL D. HANCOCK*, age 40 -  Mr. Hancock is the President and Chief
Executive Officer of the Company.  He is the founder and developer
of its film production concept and has served as President and
Chief Executive Officer since its inception. He has been a
production and business advisor to various film financing and
production  companies and has supervised in-depth research and work
study in moderate budget/cost-controlled feature film productions. 
Mr. Hancock was responsible for leading one of the first
exploratory film finance teams to the Wall Street capital markets
in the late 1970's in order to develop and encourage motion picture
financing by the investment banking community.  He was instrumental
in the formulation of entertainment industry relationships
specifically in moderate budget feature film production financing
with companies such as E.F. Hutton & Co.; Kidder, Peabody and
Prudential-Bache Securities.  Mr. Hancock has also been a lecturer
on various aspects of the entertainment industry, entrepreneurship
and finance at University Graduate Schools of Business, seminars
and conferences.  He has maintained a specialized expertise and
conducted diverse consulting in motion picture and television
financial packaging and development.  He has previously been
employed in a variety of management capacities in the theater and
hotel businesses for Farber Enterprises and Ramada Incorporated. 
Mr. Hancock attended the Cranbrook Academies, Eastern Michigan
University, and the University of California at Los Angeles.  He
belongs to several professional organizations including the Academy
of Television Arts and Sciences and is a radio talk show host on
independent film production.

A. ROBERT SOBOLIK*, age 61 - 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 47 - 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 46 - 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 companies such as Twentieth Century Fox Film
Corporation, Paramount Pictures, and Castle Rock Entertainment. 
Including his studio involvement, he was executive in charge of
production for independent production company, Melco General,
Incorporated in Los Angeles. He has been a senior member of the
production team for a wide variety of film and television projects,
including SWEET DREAMS, FLASHDANCE, THE MANITOU, TALES FROM THE
CRYPT, YOUNG GUNS II, UNIVERSAL SOLDIER, and the recent Academy
Award nominated SHAWSHANK REDEMPTION, among many others.  Mr.
Woodward has additionally been associated with and instrumental in
productions at other major studios such as Warner Brothers,
Columbia, Disney, the C.B.S. Studio Center, Samuel Goldwyn, and
Bavaria-Atelier Studio in Germany.  His television commercial
background is varied having worked on commercials for the Sony
Corporation, Lincoln-Mercury, and Pepsi.  He has specialized
training and expertise in pre-production through post production
coordination and requirements, and film production budget control. 
He holds a Bachelor of Arts degree in Visual Arts, a Masters degree
in Cinema Production, and is a member of the Director's Guild of
America.

GEORGE T. LINDSEY, age 59 - 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 60 - 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 46 - Mr. Foley is currently Executive Vice
President of Miramax Films, overseeing all theatrical acquisitions
and distribution.  He was formerly President of MGM/UA and was
recruited by MGM in 1987 as Vice President/Sales where he managed
domestic sales in the Southern and Western divisions of the United
States.  In 1989 he was named President, managing all North
American activities for the company.  Certain recent Miramax and
MGM production successes he has been instrumental in include PULP
FICTION, BENNY AND JOON and UNTAMED HEART.  Other past productions
he has been instrumental in include RAINMAN, A FISH CALLED WANDA,
and MOONSTRUCK.  Mr. Foley began his film career in 1975 on the
East Coast with Columbia Pictures.  He held various management
positions with Columbia during his tenure with the company,
encompassing regional sales throughout the midwest and southern
United States.  In 1986, DeLaurentis Entertainment Co. recruited
him as Vice President of Distribution to establish the distribution
operations for the company's opening in 1986.  

JOHN LEVINGSTON, age 70 - Mr. Levingston has been involved in the
distribution, marketing, television syndication and packaging of
motion picture projects both nationally and internationally for
more than twenty years, working with such companies as A.B.C.,
Gotham-Rhodes Inc., Thompson International and has served as
President of Cinema Systems Inc.  His film industry background also
includes authorship of original stories, one of which was for the
feature film NAPOLEON & SAMANTHA and an original musical
composition/co- production for ERA Records.  Prior to his work in
the motion picture industry, he created and marketed
internationally high technological  industrial  instruments  while
working as a Vice President with companies such as Setco, Dynalube
Incorporated, British-American Tobacco Co. in London and Batco
Corporation in East Africa.  He is the founder of the consulting
firm of Levingston-Lehman specializing in financing and marketing
research.

ROBERT E. CAPPS, JR., age 46 - Mr. Capps, most recently Executive
Vice President-Film for United Artists, has been involved in the
marketing, distribution and exhibition of feature motion pictures
for more than 20 years.  Formerly, Senior Vice President and
General Sales Manager for Tri Star Pictures, he has been
instrumental in the development of new film marketing technology
strategies for the motion picture industry, primarily the
theatrical market.  He has been directly involved in the building
and expansion of distribution departments for companies such as
Columbia Pictures, Paramount Pictures, and MGM.  Mr. Capps has been
an instrumental force over the span of his career in the
distribution and exhibition of a wide variety of both major and
independent feature films including such classic film productions
as the TERMINATOR films, LEGEND OF BOGGY CREEK, and WHERE THE RED
FERN GROWS.

BENJAMIN WHITFIELD, JR., ESQ., age 47 - Mr. Whitfield is presently
a practicing civil attorney with an emphasis in the field of
entertainment law.  He has served as United States Assistant
District Attorney and as an Assistant Attorney General.  Mr.
Whitfield is a member of the law firm of Wright, Reed & Whitfield,
P.C., one of the entertainment law firms serving the corporation.

BRENDAN CAHILL, age 50 - Mr. Cahill was most recently Vice
President for Music and Creative Affairs for Universal Studios. 
Prior to his employment with Universal, he was Vice President in
charge of creative affairs and musical director at Columbia
Pictures and is currently a development and production consultant
in the film/television industry and production consultant to
Michael Phillips and Michael Douglas (Michael Douglas Productions). 
He has in the past been a personal advisor for production and
musical affairs to Steven Spielberg (Amblin Light Entertainment),
having been involved with such film projects as BACK TO THE FUTURE,
CLOSE ENCOUNTERS OF THE THIRD KIND and E.T., THE EXTRA TERRESTRIAL. 
In the 1960's, Mr. Cahill was credited with being intregal in the
success of such musical groups as the Birds, Jefferson Starship,
and the Monkees, and was executive producer on the successfully
syndicated television show, THE PARTRIDGE FAMILY for ABC.  Other
feature film and television production credits for Mr. Cahill
include CALIFORNIA SUITE, THE BREAKFAST CLUB, OUT OF AFRICA, MIAMI
VICE, and the Emmy Award winning MURDER SHE WROTE.

KAREN J. SEGEL, age 49 - Ms. Segel has most recently been
independent tax counsel and corporate taxation specialist to
various individuals, corporations and partnerships throughout
Southern California and in New York encompassing among others,
industrial, manufacturing and communications industries.  She is a
sole practitioner and was previously senior tax accountant for
Oppenheim, Appel & Dixon in Los Angeles and senior tax accountant
for S.N. Chilkov & Co., CPAs, in Beverly Hills, California.  Prior
to Ms. Segel's legal and accounting practice, she was an
administrator for Olds Brunel & Co. and U.S. Banknote Corp. in New
York City. She maintains memberships in several national and
international professional services organizations. 

ALEX TREBEK, age 56 - Mr. Trebek has been involved in the
television industry for over twenty-five years as a producer, host
and innovator of a wide variety of entertainment shows.  He has
produced and hosted the internationally successful gameshow
JEOPARDY which has been the second highest rated television show in
syndication.  Mr. Trebek was also the host of the successful
television game show CLASSIC CONCENTRATION.  As a television media
executive, he is currently developing other projects for television
and film as well.  Mr. Trebek, originally from Sudbury, Ontario,
Canada, worked for the Canadian broadcasting company (C.B.C.)
throughout the 1960's and early 70's before relocating to the
United States in 1973.

LEROY J. STEELE, age 74 - Mr. Steele's background encompasses over
40 years as an executive with various corporations within the
United States and in Canada, including Executive Vice President and
Chief Operating Officer for Bullock's company in Los Angeles, Vice
President and General Manager for the Boston stores on the Eastern
seaboard, and Chairman of the Board/Chief Executive Officer for
A.J. Freeman Ltd. in Ottawa, Canada.  Mr. Steele has also been a
business management consultant and advisor for many years.

CHARLES C. BAILEY, age 63 - Mr. Bailey was most recently Senior
Vice President of Thomson McKinnon Securities Inc. in New York City
and previously Vice President of Prudential Bache Securities, two
of Wall Street's leading investment banking firms.  Mr. Bailey has
been involved in international business and finance for more than
25 years and is the executive producer for a Broadway theatrical
production company.  He was the producer of the musical Broadway
production of MY ONE AND ONLY with Twiggy and Tommy Tune, and
STARDUST with Sean Young.

JOSEPH DYSON*, age 60 - Mr. Dyson is currently the President and
Chief Executive Officer of Health Care Capital Corporation of
California.  He was formerly Vice President and Manager of Merrill
Lynch White Weld Capital Groups, Western Region Health Care Finance
Department and Vice President of First America, a financial
consulting firm.  In addition, he was a regional partner at Arthur
Young & Co. and managing Vice President of Telco Capital
Corporation.  Prior to his private sector career, he was engaged at
the Department of Health, Education and Welfare where he served as
Acting Regional Program Director of the Hill-Burton Program as well
as special consultant to other Regional Loan Offices.  He is a
Certified Public Accountant and has served as an official for the
Securities and Exchange Commission.

PETER LALLOS, age 63 - 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 90 - 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 45 - 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 41 - Mr. Newirth is currently an established
Independent Producer in the motion picture industry and has been
responsible for the production of such major motion pictures as the
Academy Award winning and highly successful FORREST GUMP, as well
as BUGSY with Warren Beatty and TOYS with Robin Williams.  His
career in production has included production manager for such films
as PRETTY IN PINK, ROBOCOP, and THE ABYSS.  He has also worked in
such diverse senior production positions as production supervisor,
production coordinator, and location manager.  

BRIAN J. PATNOE, age 37 - Mr. Patnoe's tenure with the corporation
began in 1987 as Executive Assistant in the areas of finance and
administration.  In 1989, he was elevated to the post of Associate
Vice President, Administration, working as key liaison between
senior officers of the corporation and members of the Board of
Directors.  His responsibilities also included monitoring and
maintaining WWMPC's corporate due diligence data information,
finance material information, and monitoring basic stockholder
relations.  He has worked closely with senior management of the
company in the negotiations of co-financing production scenarios
with domestic and foreign companies, consortiums, and independent
financiers.  Mr. Patnoe has also been associated with Motorola ISG
as national accounts manager and McDonnell Douglas Corporation as a
configuration management analyst and product definition specialist;
both senior technical and analytical corporate administrative
positions assuring quality control and infrastructure
communications.  He maintains a degree in Business Administration
and Economics from California State University, Fullerton and a
Masters in Business Administration from the University of Southern
California.

MICHAEL MAGHINI, age 38 - Mr. Maghini was most recently Vice
President with Eden Financial Group, a Wall Street investment
banking firm providing wholesale financial products to associate
brokerage firms around the country, as well as a Managing Partner
and Vice President with Famco, Inc. a real estate holding company
in New York City.  Mr. Maghini's well established financial
experience, including his executive association for investment with
the Putnam's Golden Scale Council, and his membership in the
Million Dollar Round Table Club, complement his past investment
management and development training with Paine Webber.  Prior to
Paine Webber, he held an investment executive position with
Thompson McKinnon Securities.  Mr. Maghini has helped develop the
investment banking division of a major New York financial firm and
has also managed a variety of many diverse institutional and,
private investment portfolios.  He is a graduate of Southern
Connecticut University where he received his Bachelor of Science
Degree in Political Science and Economics.

DAVID A. TOMA, age 47 - Mr. Toma has most recently been associated
with Cinema Research Corporation and Complete Post Inc. in Los
Angeles responsible for managing all aspects of film and video post
production and production processing.  He has been instrumental in
the development and growth of both companies to become two of the
largest and highly sophisticated post production facilities in the
motion picture industry.  He has further been a consultant and
advisor on post production techniques and procedures for several
companies including Lorimar Entertainment.  Mr. Toma was also
engaged in several film production, marketing and editing
capacities for the motion picture and television industry including
Executive in Charge of Production for Laserus Entertainment Inc., a
leading entertainment commercial company producing a wide variety
of television programming; production/ marketing executive for
Pacific Video Inc., a major post production facility; and post
production supervisor for independent production company, Sun
Classic Pictures Inc.  Mr. Toma has specialized expertise in the
implementation of favored nations agreements, extensive knowledge
of electronic post production techniques, state of the art and
conventional theatrical and video editing, as well as new mastering
technologies for European and domestic delivery.  His film and
television credits include Robert Altman's POPEYE, THE LINCOLN
CONSPIRACY, BEYOND AND BACK, the long-running television series
SOAP and BENSON, and he was the recipient of an achievement Emmy
Award from the Academy of Television Arts and Sciences for his
contributions to the CBS Movie-of-the-Week BABIES HAVING BABIES.

* (Indicates members of the Executive Committee)

FAMILY RELATIONSHIPS

There are no family relationships among directors, executive
officers or persons chosen by the 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.

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

<TABLE>
Summary Compensation Table
<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

Karen J. Segel**        1996      0          0         0   
Director                1995      0          0         0
                        1994      0          0         0

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

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

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

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

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

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

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

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

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

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

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

<CAPTION>


                        Awards               Payouts       All Other
                                             Securities    Compensation       
                                                                          
                                             Underlying    (#)(i) 
                                             Options/SARs(#)(g)
                   Restricted Securities
                   Stock Award(s) Underlying 
                   ($)(f)         Options/SARs(#)(g)
<S>                     <C>             <C>       <C>      <C>                
          

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

Paul D. Hancock*/**     1996 - 0        250,000   0        0     
President, CEO ***      1995 - 0        250,000   0        0     
                        1994 - 0        250,000   0        0
                                             
A. Robert Sobolik*/**   1996 - 0        25,000    0        0
Exec. V.P./Treasurer    1995 - 25,000   25,000    0        0
                        1994 - 25,000   25,000    0        0

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

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

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

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

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

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

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

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

Brendan Cahill**        1996 - 0        20,000    0        0
Director                1995 - 0        20,000    0        0
                        1994 - 0        20,000    0        0

Karen J. Segel**        1996 - 0        50,000    0        0         
Director                1995 - 0        50,000    0        0                  
                        
                        1994 - 0        50,000    0        0

Alex Trebek**           1996 - 0        20,000    0        0
Director                1995 - 0        20,000    0        0
                        1994 - 0        20,000    0        0

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

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

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

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

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

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

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

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

Michael Maghini*        1996 - 0        10,000    0        0
Assoc. V.P.             1995 - 0        10,000    0        0
                        1994 - 0        10,000    0        0
               
David A. Toma*          1996 - 0        0         0        0
Assoc. V.P.             1995 - 0        0         0        0
                        1994 - 0        0         0        0
(/TABLE)

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

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

*** Indicates - The President and Chief Executive Officer has
waived his accumulated back salary of $3,080,000.   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.

Item 11.  Security Ownership and Certain Beneficial Owners and
Management.


</TABLE>
<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>
                                        AMOUNT & NATURE
TITLE          NAME OF                  BENEFICIAL     PERCENT
OF CLASS  BENEFICIAL OWNERSHIP          OWNERSHIP      OF  CLASS

OFFICERS AND DIRECTORS
<S>       <C>                           <C>                <C>
Common    James J. Aitken               200,000            .43%
          Vice President, Fin. & Adm.   Sole Ownership          
          Corporate Director                Sole Voting Power
          12199 55th Ave.
          Remus, MI 48340
  
Common    Charles C. Bailey             185,000             .40%
          Corporate Director            Sole Ownership
          42 King Street                Sole Voting Power
          New York, NY 10014

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

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

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

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

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

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

Common    Paul D. Hancock               8,770,444           19.03%
          President/C.E.O.              Sole Ownership
          Corporate Director            Sole Voting Power
          124 8th Street, #8
          Huntington Beach, CA 92648

Common    Rodney C. Kropf, Esq.         255,000             .55%
          Chairman, Board of Directors  Sole Ownership
          16268 Country Club Drive      Sole Voting Power
          Livonia, MI 48154

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

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

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

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

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

Common    Michael Maghini               253,750             .55%
          Associate Vice President, Finance  Sole Ownership
          48 Stonewall Lane                  Sole Voting Power
          Madison, CT 06443-2248
     
Common    Charles Newirth               125,000             .27%
          Corporate Director            Sole Ownership
          c/o 2120 Main St., Suite 180  Sole Voting Power
          Huntington Beach, CA 92648

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

Preferred Brian J. Patnoe               55,000              2.02%
          Associate Vice President,     
          Administration           
          12553 Wedgewood Circle
          Tustin, CA 92780

Common    Karen J. Segel, J.D.          205,000        .45%
          Corporate Director            Sole Ownership
          c/o 2120 Main Street, Ste. 180     Sole Voting Power
          Huntington Beach, CA 92648

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

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

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

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

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

Common    John R. Woodward              175,071             .38%
          Vice President, Film Production    Sole Ownership
          Corporate Director            Sole Voting Power
          850 Alabama Dr., Rte. 2
          Lone Pine, CA 93545

          OFFICERS & DIRECTORS AS A GROUP    15,080,884     32.71%
<CAPTION>
OWNERS OF 5% OR MORE OF THE Company'S COMMON EQUITY
<S>       <C>                           <C>            <C>
Common    Paul D. Hancock               8,770,444      19.03%
          President/C.E.O.              Sole Ownership
          Corporate Director            Sole Voting Power
          124 8th St., #8
          Huntington Beach, CA 92648

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

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

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

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