Part I

Item 1.   Description of Business.

BUSINESS DEVELOPMENT

INCEPTION THROUGH DECEMBER 1998

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 18 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.  Currently, the company has two
active "production" corporation subsidiaries; World Wide Films
Inc., which was recently used for the production of the feature
length motion picture tentatively entitled "Shattered Illusions"
featuring Morgan Fairchild, Bruce Weitz, Richard Lynch, and Dan
Monahan, and World Wide Productions Inc. for the production of an
upcoming specialty television production entitled "The Classics",
and the feature length motion picture tentatively entitled "Along
for the Ride".  A diversified subsidiary corporation, World Wide
Medical Services Ltd. 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 third quarter of 1999.

BUSINESS OF COMPANY

PRINCIPAL PRODUCTS AND SERVICES OF THE COMPANY

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

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

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

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

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

Additionally, the Company currently owns and maintains a completed
film and television library encompassing 277 titles of feature
length motion pictures, documentaries, docudramas, and television
projects.  For internal control purposes, the Company's Board of
Directors directed management to retain an independent appraiser in
order to further establish verification of the value of its
completed product library as currently determined by staff and
management.  The Company also owns certain film equipment, a sound
effects library, a still slide library, novels and options on
treatments and holds a beneficial interest in certain ongoing
contracts.  Options on literary treatments otherwise defined as
developing storylines and creative ideas are occasionally secured
by the Company and company's like the Company for the purpose of
developing the storyline or creative idea into a fully developed
screenplay or teleplay at some unknown time in the future.  The
Company may or may not contribute expertise to a film or television
project such as script polishing, script rewriting, packaging,
financing, scheduling, budgeting, and line production.  The
Company's "beneficial interest" (percentage of future revenue, if
any) in certain ongoing contracts includes certain of the
above-referred to options or options on already fully prepared
screenplays or teleplays which may or may not be produced into a
film or television production at some unknown time in the future.
None of the ongoing contracts "beneficial interest" entered into by
the Company is significantly material to the Company's current
financial condition and/or operations at the present time.  The
full development of the contracts is dependent on the acquisition
of additional capital by the Company.

Distribution of product by the Company initially can be and
currently is generally channeled through the  Company's
distribution/marketing network of associated companies, the
Company's Producer's Representatives, television syndicators and
all other established customary channels used by independent
producers and production companies.  The Company's
distribution/marketing network of associated companies is comprised
of a wide variety of domestic and foreign film distributors and
television syndicators, all of which have extensive backgrounds of
experience and knowledge in specific areas of marketing and
distribution of film and television product including domestic film
distribution, foreign film distribution, domestic television
syndication, foreign television syndication, domestic home video
distribution, foreign home video distribution, and domestic and
international cable, pay-per-view and 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 the
exploitation of one of its product.

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

The principals of the Company have developed, produced, distributed
and consulted on a wide variety of feature films, documentaries,
docudramas, short subjects, television productions and industrial
motion pictures.  They and/or their productions have earned a wide
variety of many national and international film/television
production awards including, as an example:  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 Company's financial statements.
Potential revenue from the above referred-to ongoing agreements and
arrangements can be acquired by the Company utilizing general and
more specific markets and technologies, which in the opinion of the
Company's management, will also increase in scope and size.  As
indicated by a wide variety of industry publications including
Variety and The Hollywood Reporter, current trends indicate that
these future markets and expanding technologies, such as the
increase in the deregulation of the European television industry
and 100+ channel global satellite television programming, will
extend for a lengthy period of time.  In the opinion of the
Company's management, these future markets and expanding
technologies will continue to promote further new ways to exploit
film and television entertainment product; i.e., with mass appeal
increasing as specific technological industries such as high
definition television, CD-Rom, DVD, and expanded Internet
communications.  Full and complete exploitation of these agreements
and arrangements by the Company will require the acquisition of
additional working capital, which the Company is anticipating to
achieve through financial offerings and/or other traditionally used
methods of private sector, commercial banking, and other methods of
capital acquisition used by small and midsized companies.

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

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

(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 featuring Barbara
Walters; and THE LOST ANCIENT CITIES OF TOPAN AND TIKAL featuring
Brock Peters.  The Company and GLP have entered into various
television syndication and public broadcast agreements since the
acquisition of the product relative to the marketing and
exploitation of the product.  According to the terms of the
acquisition, the Company retains 100% of any potential producer's
gross revenue percentage accruing to the Company from any and all
marketing and exploitation of the product worldwide in perpetuity.

(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 through the Handleman Company, in a "video
sell-through" arrangement throughout the United States and Canada.
According to the terms of the Agreement the Company retains 3% of
any potential producer's gross revenue percentage accruing to the
Company from any and all marketing and exploitation of the product
worldwide in perpetuity.

(bullet) FEATURE FILM ACQUISITION

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

(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.
of Palm Springs, California ("Presidio") encompassing
ownership/control and collateral marketing and exploitation rights
in all markets and all territories worldwide.  At the time of this
filing the product 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 and
has not been distributed in any market or territory.  According to
the terms of the Agreement the Company retains  2% of any potential
producer's gross revenue percentage accruing to the Company from
any and all marketing and exploitation of the product worldwide in
perpetuity.

(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 to Pacific Film Group for the packaging
and production of the feature length motion picture entitled SWEET
JUSTICE ("product").  The product, which stars Mark Singer, Fynn
Carter and Mickey Rooney, completed production in August of 1992
and was distributed by Trimark Pictures to Blockbuster Video for
video retail outlets throughout the United States and Europe.
According to the terms of the Agreement the Company retains 2% of
the potential producer's gross revenue percentage accruing to the
Company from any and all marketing and exploitation of the product
worldwide in perpetuity.
(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").  At the time of
this filing, the Product was in post production and has not been
distributed in any markets or territories.  According to the terms
of the Agreement the Company retains 40% of any potential
producer's gross revenue percentage accruing to the Company from
any and all marketing and exploitation of the product worldwide in
perpetuity.

(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
product is part of the Company's acquired film and television
library, including 14 feature length motion pictures and 3
television productions.  The syndication territories included
Northern California, Arizona and Washington State.  According to
the terms of the Agreement the Company retains 50% of any potential
net revenue percentage accruing to the Company from any and all
marketing and exploitation of the product worldwide in perpetuity.

(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.

(bullet) FEATURE FILM ACQUISITION

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

(bullet) TELEVISION CO-PRODUCTION II

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

(bullet) SPECIALTY VIDEO DISTRIBUTION ARRANGEMENT

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

CURRENT AND ANTICIPATED DEVELOPMENTS IN THE COMPANY'S BUSINESS

(bullet) FEATURE FILM CO-PRODUCTION

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

(bullet) WEBSITE DEVELOPMENT, CREATION AND IMPLEMENTATION

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

(bullet) SPECIALTY TELEVISION PRODUCTION

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

(bullet) FILM AND TELEVISION PRODUCTION ACQUISITION

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

BUSINESS ENTERPRISES UNDER CONTEMPLATION BY THE COMPANY

* (bullet) CORPORATE ACQUISITION NEGOTIATIONS

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

MARKETING OF THE COMPANY'S PRODUCTS AND SERVICES

The combined experiences of the Company's management and companies
in its distribution network creates a strong and diverse marketing
position for the Company.  Marketing outlets and techniques which
have been successfully utilized for the Company's products or
services in the past and/or which will be utilized in the future
either domestically or in foreign territories include: THEATRICAL
EXHIBITION, HOME VIDEO SALES, HOME VIDEO RENTAL, BROADCAST
(NETWORK) TELEVISION, SYNDICATED TELEVISION, CABLE TELEVISION,
PAY-PER-VIEW, SATELLITE TRANSMISSION, LOW POWER (LP) REGIONAL
TELEVISION, PUBLIC BROADCAST (PBS) TELEVISION, AND ANCILLARY
PRODUCT MERCHANDISING (ancillary product merchandising includes
revenues created from non-theatrical or non-broadcast exploitation
such as merchandising of clothing, toys, books and music). All or
some of these outlets are customarily incorporated into a marketing
strategy on either a regional, national, or international exposure
basis with quality, genre public appeal, and rating, all being
factors.  The Company's network of marketing and distribution
companies includes independent and major industry leaders such as
UNITED ARTISTS INC. (relationship between the Company and the
company includes foreign and domestic theatrical exhibition of
feature film product), MIRAMAX FILMS INC. (relationship between the
Company and the company includes domestic theatrical exhibition of
feature film product), MGM/UA INC. (relationship between the
Company and the company includes foreign and domestic theatrical
exhibition of feature film product), RGH/LIONS SHARE PICTURES
(relationship between the Company and the company includes foreign
theatrical and all ancillary exhibition of feature film and
television product), ALL CHANNEL FILMS (relationship between the
Company and the company includes all ancillary domestic exhibition
of feature film product), CINETRUST Entertainment Co. (relationship
between the Company and the company includes foreign and domestic
broadcast, television and home video exhibition of feature film and
television product), TWENTIETH CENTURY FOX FILM CORPORATION
(relationship between the Company and the company includes foreign
and domestic theatrical exhibition of feature film product),
SHAPIRO GLICKENHAUS ENTERTAINMENT (relationship between the Company
and the company includes all ancillary foreign and domestic
exhibition of feature film and television product), PARAGON CABLE
TELEVISION (relationship between the Company and the company
includes regional cable broadcast of television product), CENTURY
CABLE TELEVISION (relationship between the Company and the company
includes regional cable broadcast of television product), 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 overseas market is very important to the overall
gross revenues of a film and is once again on the incline due to
the decrease in the value of the dollar.  Foreign markets
fluctuate, but in general can be responsible for 60% of the total
box office revenue of the film.

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

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

CABLE TV, PAY TV, DBS, AND MATV  EXPLOITATION - Pay television has
shown tremendous growth over the past decade.  The market leaders,
past and present, have been Home Box Office (HBO), Cinemax, and
Showtime/The Movie Channel.  These pay television services have
recently exhibited over 300 films per year.  Of the approximately
$20 (basic) price per month that a pay television subscriber pays
to a cable company, about $10 is returned to the pay television
service and in turn, $3 to $6 is returned to the distributor.
Distributors, on exclusive multi-picture studio arrangements, have
been able to command prices of $3 to $8 million per film.  On a
non-exclusive basis, prices range from $500,000 to $2 million per
film where the film has achieved average success.  Certain of the
Company's film and/or television product are or have been shown
periodically on cable television throughout the world (see Page 17
in Management Discussion and Analysis).

A relatively new area of exhibition is PAY-PER-VIEW.  At present,
there are approximately 12 million homes equipped to receive the
service and that number is expected to increase to 30 million by
the end of the decade.  Prices generally charged for pay-per-view
range from $10 to $50 per show to the consumer depending on the
nature of the entertainment, of which approximately 60% is being
returned to the distributor.  The expanding growth in this area
will continue to be a major new revenue source for film
distribution.

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

The Company has acquired immaterial revenue at this time from cable
television, pay television, DBS and MATV for the feature film
projects entitled PITCH aka HOLLYWOOD HEARTBREAK; MOVIES, MONEY AND
MURDER aka BREAKING UP WITH PAUL; SWEET JUSTICE, NATURALLY BAD,
CITIZEN SOLDIER, and television production specials entitled KJ
COUNTRY, specialty videos entitled THRILLS, CHILLS & SPILLS; THE
REAL GODFATHERS; HOLLYWOOD'S HOTTEST STUNTS, and fifteen public
domain classic feature film production prints owned by the
Company.
(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 by a major network is
between $500,000 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 PITCH aka HOLLYWOOD HEARTBREAK; MOVIES, MONEY AND MURDER aka
BREAKING UP WITH PAUL; SWEET JUSTICE, NATURALLY BAD, and CITIZEN
SOLDIER.  (Further exploitation of this product by the Company
and/or its associates will require additional working capital.)

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

The Company has acquired 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 or
television project being made available to airlines, schools,
public libraries, community groups, ships at sea, prisons, and
bases for the military forces; and

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

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

The Company 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 of
marketing and distribution arrangements over the past sixteen
years.  The Company's major effort has been focused on syndication
of film and television product and regional broadcast of film and
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 the acquisition of additional working capital
through financial offerings and/or other customarily used methods
of capital acquisition by small and midsize companies, including
debt or equity financing or a combination of both, to acquire
certain of this additionally needed working capital.

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

The motion picture and television industry is highly competitive.
Management of the Company believes that a picture's theatrical
success is dependent upon general public acceptance, marketing
technology, advertising and the quality of the production.  The
Company's motion picture and television productions compete with
numerous independent and foreign productions as well as productions
produced and distributed by a number of major domestic companies,
many of which are units of conglomerate corporations with assets
and resources substantially greater than the Company's.  Management
of the Company believes that in recent years there has been an
increase in competition in virtually all facets of the Company's
business.  The motion picture industry itself competes with
television and other forms of leisure-time entertainment.  The
growth of pay television and the use of home video products may
have an effect upon theater attendance and non-theatrical motion
picture distribution.  Since the Company may distribute product to
all of these markets, it is not possible to determine how its
business as a whole will be affected by these developments and
accordingly, the resultant impact on the financial statements.

Obtaining motion pictures for distribution and the distribution of
motion pictures are highly competitive endeavors.  In the
distribution of motion pictures, there is very active competition
to obtain bookings of pictures in theaters and on television
networks and stations throughout the world.  A number of major
motion picture companies have acquired motion picture theaters.
Such acquisitions may have an adverse effect on the Company's
distribution operation, endeavors, and its ability to book certain
theaters, which, due to their prestige, size and quality of
facilities, are deemed to be especially desirable for motion
picture bookings.

In producing and distributing television programs, competition is
intense because the number of available broadcast hours is limited,
other forms of programming compete to fill such time and there are
numerous suppliers of such programming, including the networks,
other motion picture companies and independent producers.
Management believes that the decision by the networks, individual
television stations and cable systems to license a motion picture
is based primarily on the quality of the picture, its
appropriateness for a general television audience, its box office
and critical success and, if the picture has previously been shown
on television, audience response as measured by ratings.

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

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

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

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

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

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

DEPENDENCE ON A FEW MAJOR CUSTOMERS
The Company and its affiliated companies, due to the
diversification of interests as discussed 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 experienced and well-known performers and technicians, the
Company's diversification is such that the loss of any one such
professional would not be a material matter that would seriously
adversely affect the Company's business operations.

THE COMPANY'S FUTURE CAPITAL REQUIREMENTS

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

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

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

EMPLOYEES

The Company presently has under contract eight officially elected
officers of the Company, one fulltime and two part-time
assistants.
Certain of the contracts have provisions that are contingent upon
the acquisition of substantial working capital by the Company.
Accordingly, certain of the officers do not devote their full time
to the business of the Company.  Full and parttime employees
involved in motion picture and/or television development production
or distribution operations number between approximately 5-60
depending on the number of projects in process, the complexity of
a particular project, and production and/or marketing timetables.
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; A film
production office at 13437 Ventura Blvd, Suite 228, Sherman Oaks,
California; and a video production office at 1119 Colorado Avenue,
Santa Monica, California.  The Company's corporate records office
at 561 E. Jefferson, Detroit, Michigan, 48226; and a branch office
of the Company at 42 King Street, New York, New York, 10014.

Item 3.   Legal Proceedings.

There are no material pending legal proceedings to which the
Company is a party or to which any of its assets are subject.
However, the Company is currently in ongoing negotiations for the
reimbursement of lost material which consists of eight 1" and/or
3/4"
and/or digital betacam videotape and 35mm film submaster copies of
feature length motion picture and television productions, owned or
controlled by the Company which were maintained at a post
production film and video facility.  The Company's attorneys are
preparing litigation and related processes relative to the lost
material in the event the results of the negotiations are
unsatisfactory.  The Company is seeking damages in the amount of
three hundred ninety seven thousand five hundred ($397,500) dollars
for the loss of its "stored material".  Further, the co-producers
with the Company's subsidiary, World Wide Films Inc., pertaining to
a feature length film have commenced litigation to attempt to
desolve the Co-Production Agreement which exists between the
Co-Producer and the Subsidiary relative to the production
processes of
that feature length film. The Company's management and attorneys
believe the lawsuit to be groundless, therefore ultimately
resulting in a favorable Judgment for the Company.

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

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

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

N/A

Part II

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

N/A

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

Management's discussion and analysis of financial condition and
results of operation should be read in conjunction with the
consolidated financial statements and related notes.  In fiscal
1997 and 1998 the Company continued its involvement in a variety of
film and television projects relative to development, acquisitions,
packaging, production and marketing/distribution activities. The
Company also continued to pursue potential diversified business
opportunities that have cash flow possibilities.  The generation of
revenue in the motion picture and television industry is highly
competitive and may have a material impact on the Company's
financial statements.  Management believes that a film or
television production's economic success is dependent upon several
overlapping factors including general public appetite of a
potential genre or performer at the time of release, domestic and
international marketing philosophy, applicable usage of existing
and new and emerging technology, advertising strategy with
resultant penetration and the overall quality of the finished
production. The Company's film and television productions may
compete for sales with numerous independent and foreign productions
as well as projects produced and distributed by a number of major
domestic and foreign companies, many of which are units of
conglomerate corporations with assets and resources substantially
greater than the Company's.  Management of the Company believes
that in recent years there has been an increase in competition in
virtually all facets of the Company's business.  Specifically, the
motion picture industry competes with television and other forms of
leisure-time entertainment.  Since the Company may for certain
undetermined markets and products distribute its product to all
markets and media worldwide, it is not possible to determine how
its business as a whole will be affected by these developments and
accordingly, the resultant impact on the financial statements.  The
Company has currently obtained the investment capital to produce
and/or distribute a minimum of two full length feature films or
specialty television productions within the next two years.

In addition to the development, financing, production, and
distribution of motion picture and television product, the Company
expects to continue to exploit a portion or portions of the
Company's completed film and television library to a wide variety
of distribution outlets including network television, cable
television, satellite broadcast, pay-per-view,  and home video
sales.  Specifically, live action motion pictures are generally
licensed for broadcast on commercial television following limited
or wide release distribution to theatrical outlets (theaters), home
video and pay television.  Licensing to commercial television is
generally accomplished pursuant to agreements which allow a fixed
number of telecasts over a prescribed period of time for a
specified license fee.  Television license fees vary widely, from
several thousand to millions of dollars depending on the film or
television production, the number of times it may be broadcast,
whether it is licensed to a network or a local station and, with
respect to local stations, whether the agreement provides for
prime-time or off-time telecasting.  Licensing to domestic and
foreign television stations (syndication) is an important potential
source of revenue for the Company, although in recent years the
prices obtainable for individual film and television product in
domestic syndication have declined as pay television licensing has
grown.  The growth of pay television and home video technologies,
i.e. DVD (Digital Video Disk) and HDTV (High Definition
television), has had an adverse effect on the fees obtainable from
the licensing of film and television product to networks and local
television stations.  Thereby potentially effecting the Company's
ability to generate substantive revenue from this particular venue;
however increasing revenue potential in other areas.

Conversely, the Company may derive revenue from the marketing and
sale, either directly or through licensees, of motion pictures and
other filmed or videotaped product on videocassette or Digital
Video Disk for playback on a television set or monitor through the
use of videocassette recorders ("VCRs"), digital video disk
recorders and continued advancements of pay television (cable),
satellite broadcast technologies, and Internet applications
domestically and internationally.  The Company currently holds the
distribution rights to 277 motion picture and television titles.

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

LIQUIDITY AND CAPITAL RESOURCES

Although the Company experienced positive cash flow prior to
provisions for depreciation expense, the Company experienced net
losses and negative cash flow from operations for yearend 1998, and
also, as of the comparable period in 1997.  At December 31, 1997,
the Company had $56,541 in cash and no cash equivalents.  At
December 31, 1998, the Company had $28,726 in cash and no cash
equivalents.  The decrease in cash was due primarily to the
decrease in fee income for the production and/or marketing/
distribution of motion picture and television product.

The Company anticipates that its existing capital resources may be
adequate to satisfy its capital requirements for the forseeable
future.  However, to accomplish the Company's planned activities,
it will need to raise additional funds through public or private
financings in the form of debt or equity.

The Company has available substantial loss carry forwards for
federal income tax purposes.  The exact amount of the loss carry
forwards is uncertain until the Company reaches an understanding
with the Internal Revenue Service in that regard.
In order to finance its operations, working capital needs and
capital expenditures, the Company utilized revenue from licensing
fees, loans, proceeds from the private sale of equity securities,
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 380,000 shares of its common stock
and 0 shares of its preferred stock in 1998 for cash and 215,500
shares of its common stock and 0 shares of its preferred stock for
product and services.  In 1997, the Company issued 385,500 shares
of its common stock and 0 shares of  its preferred stock for cash
and 549,000 shares of its common stock and 0 shares of its
preferred stock for product and services acquired by or provided to
the Company. No proceeds from the sale of the corporation's common
stock or preferred stock has ever been used to pay compensation to
employees or executives of the Company.

The Company was issued a standby irrevocable Letter of Credit from
the Huntington Bank, Cleveland, Ohio (now Society Bank), in the
amount of fifty thousand ($50,000).  The terms of the Huntington
Bank Letter of Credit required that, if utilized, the Company would
pledge as collateral a portion of its film and television product
library.  If the Letter of Credit were exercised, the resultant
loan would be secured by a commensurate portion of the Company's
film and television product library.  The Huntington Bank terms
also provided that the Company would continue to be able to sell or
lease any portion of the product library as long as it retained
sufficient material to secure any loans made as a result of the
Letter of Credit. The Company currently utilizes a fifty thousand
($50,000) dollar primary line of credit with the Wells Fargo Bank
of California, to accommodate its daily cash flow needs and
occasionally uses its credit lines at other financial institutions
and with its vendors and suppliers.  The Company holds a Promissory
Note for one hundred fifty thousand ($150,000) dollars from Mr.
Gary T. Wittman payable to the Company in annual installments of
twenty five thousand ($25,000) dollars each beginning April 30,
2000.  The Note is secured by a pledge of high grade stocks
comprising a portion of the Dow Jones Industrial average or higher
quality securities and are valued at two hundred and fifty thousand
($250,000) dollars or greater.

The Company's principal liquidity at yearend 1998 included cash of
$28,726 and net accounts receivable of $28,382 and at yearend 1997
included cash of $56,541 and net accounts receivable of $25,226.
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 and specialty television projects.  Although
the Company during 1997 and 1998 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) if any.

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 completed product
film and television library, participations in completed films, and
the continued development, production and marketing/distribution of
new film and television production opportunities.

RESULTS OF OPERATION

Year Ending December 31, 1998

Expenses for the Company's production/distribution operations were
$40,621 and its miscellaneous operations were $19,122, totalling
$59,743, compared to $424,744 and its miscellaneous operations were
$11,507 totalling $452,147 for the comparable period of 1997.  The
increase in production operating expenses was primarily
attributable to the production of the feature length film entitled
"Shattered Illusions".  The increase in administrative expense from
$18,143 to $59,743 is primarily due to the cost of marketing and
distribution of completed film.  The Company's income at yearend
was $(494,804), as compared to $(164,311) for the comparable period
of 1997.  The decrease is primarily attributable to the fee income
received for the production of motion picture and television
product.  The net loss prior to depreciation expense was $(30,971),
and net profit before depreciation for the comparable period ending
1997 of $269,694.  The resultant per share earnings to common
stockholders was $0 in 1998 and $0 in 1997.

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 if appropriate, 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, documentaries,
docudramas and other 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 the following feature film and television
production ranging between 2-60% of worldwide revenue potential
including all markets and all media that the particular production
is distributed in.

(1)  In 1997, post production and distribution of the documentary
entitled THE OUTLAW TRAIL, 100 YEARS REVISITED, in association with
Western Sunset Films.  (2) In 1998, development and production of
the television production entitled CLASSIC CAR, in association with
SLIM, Inc.

Other arrangements include marketing and distribution of a feature
length film acquired by the Company 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 production series entitled TIPS FOR BETTER
HEALTH and MARKET PLACES OF THE WORLD, both owned and produced by
Pacific Pictures Inc. 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 completed product library.  In 1996 the Company licensed to
Wittman Productions Inc. 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 feature
length film entitled CHOICE offered by production company Best
Pictures Inc. (50%); and the feature length film entitled ALONG FOR
THE RIDE offered by production company Wittman Productions Inc.
(50%).

In 1999 and 2000, the Company expects to produce and/or distribute
two full length feature films or specialty television projects for
theatrical and ancillary worldwide exploitation.  The productions
will be entirely or in large part under the responsibility, control
and ownership of the Company.  All financing for the completion of
the recently completed feature length production entitled SHATTERED
ILLUSIONS featuring Morgan Fairchild, Bruce Weitz, Richard Lynch
and Dan Monahan was secured and the production was completed and is
now in distribution.  The feature length production, ALONG FOR THE
RIDE and/or MR. CORKLESBY, has approximately 50% of the financing
secured and negotiations for the remainder in process.

Relative to the Company's 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 1997 and
1998.
<CAPTION>


CATEGORY           1997           1998           % CHANGE
<S>                <C>            <C>            <C>
Net Profit (Loss)   (164,310)      (494,804)     -.33
Assets              13,454,607     13,441,736      -
Stockholder Equity  13,432,101     13,422,049      -
Liability           22,507         19,687        -.12
Net Revenues        287,837        28,772        -.90
Inventory           12,785,855     12,796,022    +.08
</TABLE>
Item 7.   Financial Statements.

REED & TAYLOR
CERTIFIED PUBLIC ACCOUNTANTS
PROFESSIONAL CORPORATION
561 E. JEFFERSON AVE.
DETROIT, MI 48226-4324
_________
ROBERT E. REED, CPA
LINDA W. TAYLOR, CPA
Telephone (313) 961-7258
Fax (313) 961-3110


INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying consolidated balance sheets of
World Wide Motion Pictures Corporation and subsidiaries as of
December 31, 1998 and 1997, 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, 1998 and 1997, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/  REED & TAYLOR, CPAs, P.C.

Reed & Taylor, CPAs, P.C.
Detroit, Michigan
April 19, 1999

<TABLE>
Consolidated Balance Sheets
<CAPTION>
     WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                    DECEMBER 31, 1998 AND 1997
                              AUDITED

Assets
                                   1998          1997
<S>                                <C>           <C>
Cash                               28,726        56,541
Accounts receivable                28,382        25,226
Note receivable                    150,000       150,000
Work in process                    438,606       436,985
Completed motion pictures/
Television productions             12,491,111    12,026,111
Film properties (screenplays/teleplays)    1,680,967 1,680,967
Equipment                          49,937        46,437
Other assets                       54,500        49,000
Less accumulated depreciation      (1,480,493)   (1,016,660)
Total assets                       $13,441,736   $13,454,607

Liabilities
Accounts payable                   3,246         5,053
Common stock payable               61            1,124
Preferred stock payable            80            30
Notes payable                      16,300        16,300
Total liabilities                  19,687        22,507

Stockholders' equity
Common Stock $.001 Par Value, 100,000,000
shares authorized, 47,629,592 issued      47,629 47,034
Preferred Stock $.01 Par Value, 1,000,000
shares authorized, $10.00 Par Value 100,000
Shares authorized, 121,217 issued  1,212         1,212
Additional paid-in capital         14,835,152    14,350,994
Retained earnings deficit          (1,461,944)   (967,140)
Total Stockholders' Equity         $13,422,049  $13,432,101
Total Liabilities and
Stockholders' Equity               $13,441,736  $13,454,607
<FN>
<F1>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>

<TABLE>
Consolidated Statements of Income
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
DECEMBER 31, 1998 and 1997
AUDITED

                                   1998      1997
<S>                                <C>       <C>
Revenues                           $ 28,772  287,837

Operating expenses:
     Administrative                  59,743   18,143
Provision for depreciation          463,833  434,004

        Total operating expense     523,576  452,147
     Net income (loss)             (494,804) $(164,310)

Earnings available to common stockholders        $0    $0

Earnings per common share, assuming
  full dilution                         $0   $0
<FN>
<F1>
See Notes to Consolidated 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, 1998 and 1997
                              AUDITED
                                            1998      1997
<S>                                         <C>       <C>
Cash flows from operating activities:

Net income (loss)                           $(494,804)    $(164,310)

Adjustments to reconcile net income (loss) to net
cash provided by or used in operating activities:

     Depreciation                           $463,833         463,654

Changes in assets and liabilities:
  Increase in notes and accounts receivable $  (3,156)     (173,722)
  Increase (decrease) in accounts payable      (2,820)        5,972
  Decrease in customer deposit                   -0-       (115,000)
Net cash provided by (used in) operating activities     (36,947)16,594

Investing activities:

  Purchase of equipment                     $(3,500)            -0-
  Increase in work in process               $(1,621)       (436,991)
Cash used in investing activities            (5,121)      $(436,991)

Financing activities:

Proceeds from issuance of stock             $ 14,253         280,620

Net decrease in cash                        $(27,815)      (139,777)
Cash balances - beginning of year           $ 56,541 196,318
Cash balances - end of year                 $ 28,726       $  56,541

Supplemental cash flow information
  Noncash investing and financing activities
    Common and preferred stock
    issued for services and product         $470,500
<FN>
<F1>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>

<TABLE>
Stockholders' Equity
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
DECEMBER 31, 1998 AND 1997
AUDITED

              Shares    Par        Additional    Retained
         Common   Preferred    Amount  Paid-in Capital  Earnings  Total

<S>      <C>      <C>        <C>     <C>         <C>       <C>
Balances,
Dec. 31,
1997 47,033,790   121,217    48,246  14,350,994  (967,139) 13,432,101

Stock
issued   595,500     0       595                 (484,158) 484,753

Net loss,
 year
 ended
 Dec. 31,
 1998                                            494,804   (494,804)

Balances,
 Dec. 31,
 1998    47,629,290  121,217  48,841  14,835,152 (1,461,944) 13,422,049
<FN>
<F1>
See Notes to Consolidated 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
yearend December 1998)

NOTE 1   DESCRIPTION AND HISTORY OF THE BUSINESS

     The Company was founded in July 1977 and incorporated December 9,
     1980
     under the laws of the state of Michigan.  In March 1981, the Company
     acquired G.L. Productions Inc. which  was a production and
     distribution
     company for short subjects, docudramas, documentaries and industrial
     films, many of which were made in conjunction with the U.S.
     Government.
     As a result of the transaction, the Company acquired a film and
     television completed product library and related film production
     equipment.  The transaction was facilitated by the exchange of two
     million (2,000,000) shares of the Company's common stock class of
     securities for 100% of the common stock of G.L. Productions Inc. The
     Company has also acquired other completed motion picture and
     television
     productions and acquired marketing/distribution interest in
     additional
     motion picture and television productions.  The Company's total
     completed product library of live action motion pictures and
     videotaped
     productions consists of 277 works of various lengths and subject
     matter
     applicable for marketing through various media in foreign and/or
     domestic markets.

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

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

NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries.  Because the commercial
potential of individual motion pictures and television programming
varies dramatically, and does not bear any relationship to their
production, acquisition or marketing costs, it is impossible to predict
or project a trend of the Company's income or loss.  However, the
likelihood of the Company reporting losses in the short term is
increased by the industry's general method of accounting which requires
the early recognition of the entire loss (through increased
amortization) in instances where a motion picture or television program
produced or acquired is not expected to recover the Company's
investment.  On the other hand, the profit from a successful film or
television production is recognized over the entire period that revenues
are generated by that motion picture or television program.  This 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 of product into the marketplace and overall
domestic/international marketing schedule and the performance of
individual motion pictures or television programs.

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

A significant portion of the Company's assets was purchased with the
issuance of shares of its common and preferred stock. Twelve million
four hundred ninety one thousand one hundred and eleven ($12,491,111) of
the assets is represented by the Net Realizable Value (prior to
depreciation) of its completed film and television product library.  In
the absence of a consistent market for the securities issued, the value
of the film and television product purchased by the Company was agreed
to by the sellers and the purchaser in arms length transactions in
accordance with generally accepted accounting standards and,
additionally, internal evaluation and auditing procedures. The films and
television productions in the Company's completed product library have
uncertain future revenues that may be expected to grow or diminish along
with all of the ancillary markets now and in the future that are
available for marketing.  In some cases, individual films or television
productions may be timeless and irreplaceable; in many cases their book
value is zero having been fully amortized based on revenues received
several years ago and the inability to estimate a market value or
reasonable expected revenue.   Certain of the inventory product without
book value produce income and, in light of new and emerging technology,
the Company expects additional revenue from these sources.

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

The film and television product inventory of the Company is regularly
reviewed and evaluated on a film-by-film basis by the Company's
management and periodicaly appraised by outside independent appraisal.
Forecasting any film or television project's future revenues is a
difficult and uncertain art, even for major film distributors and
television syndicators.  The accounting principles and industry
practices in these areas leave unusual discretion with the film and/or
television company executives and often result in "unusual" changes in
individual periods. There is no generally accepted definitive industry
consensus for valuing motion picture and television inventory, the value
may be buried among films currently in release, television productions
currently in broadcast, film and television productions under
development or in production, distribution/syndication contracts,
participation agreements, performer and production related contracts,
and the ubiquitous "other".  FASB Statement of Financial Accounting
Standards No. 53, paragraph entitled "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 entitled "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. Since the FASB
guidelines do not apply directly to the Company's particular situation,
in an effort to conform as closely as possible to the guidelines and in
accordance with management's recent receipt of commentary from the
Securities and Exchange Commission, the Company has revalued its
inventory of film and television product, resulting in a reduction of
net realizable value of four million and ninety one thousand nine
hundred and fifty ($4,091,950) dollars in the stated value of such
inventory on the December 31, 1997 balance sheet. Also, a depreciation
policy has been adopted to amortize the film and television inventory
over a 10-year period. The Company has instituted a 10 year depreciation
schedule which will result in the amortization of 33-1/3% of the film
and television product inventory to be marketed over the next three
years.  Although the Company has on its Board of Directors and
professional staff personnel qualified to estimate the value of its film
and television inventory, for internal verification purposes, it
retained the services of an independent appraiser who reviewed the
Company's film and television completed product library, ensuring a
greater measure of objectivity as regards the carrying amount of such
inventory on the Company's December 31, 1998 balance sheet.

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

The Company presents an 'unclassified' balance sheet.  Cash includes
cash on deposit in checking and savings accounts with no cash
equivalents at December 31, 1998 and 1997.

     The Company reviews the current pronouncements of the accounting,
     government and industry professionals.  In that regard, it
     continually
     analyzes its accounting policies to ensure that it is current in the
     presentation of its financial statements, particularly FASB Statement
     No. 53 referred to above, and No. 86, 89 and 121, and the Emerging
     Issues Task Force No. 96-6, regarding development costs incurred
     after
     May 26, 1996, and the possible substantial impairment of assets.  The
     Company believes it is not materially affected by any current issues
     at
     this time.

NOTE 3    EARNINGS PER SHARE

As a result of a net loss from operations for years ended December 31,
1997 and 1998, there are no earnings per Common share for such periods.
Fully diluted earnings (loss) per share are computed assuming the
conversion of all convertible Preferred shares.

NOTE 4    TAXES

The Company presents its accounting statements on an accrual basis.
Certain state and local tax filings may differ from the federal returns
to take advantage of beneficial local tax law.  As of December 31, 1998,
the Company and its subsidiaries have sustained a cumulative net
operating loss which can be offset against future taxable income.  As a
result of recorded net operating losses, the Company has not recognized
any state and federal income tax liability.  The Company does not use or
expect to utilize the accelerated depreciation option available under
the U.S. Tax Code.

NOTE 5    LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company is
a party or to which any of its assets are subject.  However, the Company
is currently in ongoing negotiations for the reimbursement of lost
material which consists of eight 1" and/or 3/4" and/or digital betacam
videotape and 35mm film submaster copies of feature length motion
picture and television productions, owned or controlled by the Company,
which were maintained at a post production film and video facility.  The
Company's attorneys are preparing litigation and related processes
relative to the lost material in the event the results of the
negotiations are unsatisfactory.  In this regard, the Company is seeking
damages in the amount of three hundred ninety seven thousand five
hundred dollars ($397,500) for the loss of its "stored material".
Further, the co-producers with the Company's subsidiary, World Wide
Films Inc., pertaining to a feature length film, have commenced
litigation to attempt to dissolve the co-production agreement which
exists between the Co-Producer and the Subsidiary relative to the
production processes of that feature length film. The Company's
management and attorneys believe the lawsuit to be groundless, therefore
ultimately resulting in a favorable judgment or settlement for the
Company.

Although no litigation is contemplated or forseeable, various legal
actions, governmental investigations and proceedings and claims may be
instituted or asserted in the future by the Company to protect its
interest or against the Company and/or its subsidiaries including those
arising out of alleged deficiencies in the company's products;
governmental or industry regulations relating to safety, financial
services; employment-related matters; distributor, exhibitor,
co-producer, vendor, supplier, or other contractual relationships;
intellectual property rights; product warranties and environmental
matters.  Some of the foregoing matters involve or may involve
compensatory, punitive or anti-trust or other treble damage claims in
varying amounts, environmental remediation programs, sanctions or other
relief which, if granted, would require varying expenditures.

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

NOTE 6 -  SUMMARY OF CORPORATE SECURITIES MATTERS AND
          STOCK ISSUANCE

At December 31, 1998, all general voting power was vested in the holders
of the common stock class of securities of the Company.  At that date,
the holders of common stock were entitled to one vote per share and in
that aggregate, had 100% of the general voting power provided in the
Company's Restated Certificate of Incorporation.  The Restated
Certificate of Incorporation provides that all shares of common stock
share equally in dividends (other than dividends declared with respect
to any outstanding preferred stock), except that any stock dividends are
payable in shares of common stock to holders of that class of
securities.  Upon liquidation, all shares of common stock are entitled
to share equally in the assets of the Company available for distribution
to the holders of such shares.  The preferred stock class of securities
of the Company ranks (and any other oustanding preferred stock of the
company would rank) senior to the common stock in respect of dividends
and liquidation rights.

Since November 1983, the Company's shares of Common Stock have traded on
the over-the-counter market.  The Company is currently a fully reporting
Rule 144 Regulation D publicly-held corporation.  The Company's NQB
(National Quotations Bureau) call symbol is WWMP and its Standard &
Poors Cusip no. is 981536 10 5.  The Company has advised its
stockholders and the public that it expects to apply for NASDAQ
quotation and/or quotations on other primary and/or secondary exchanges.
The Company's Common Stock is thinly traded at this printing primarily
through 'inter-dealer trades'.  The Company has previously been quoted
on the OTC (Over-The-Counter) Electronic Bulletin Board.  Castle
Securities Inc., located in New York, the Company's most recent active
primary marketmaker, went into bankruptcy resulting in the Company's
temporary removal from quotation on the Electronic Bulletin Board.  The
Company has recently filed its Registration Statement on Form 10SB with
the U.S. Securities and Exchange Commission and accordingly, files
annual, periodic, and current reports required pursuant to Section 12(g)
of the Exchange Act.  It is anticipated that substantial trading of the
Company's Common Stock will not commence until no further comments have
been received from the Commission relative to the filing of the
Registration Statement.

The following illustrates the Company's common and preferred stock
authorized, issued, and outstanding at December 31, 1998.

Common Stock:

   Par Value                       $.001
   Shares Authorized                          100,000,000
   Shares Issued and Outstanding              47,629,592

Preferred Stock:

   Par Value (Stated Value .01)               $10.00
   Shares Authorized                          100,000
   Shares Issued And Outstanding              20,000

   Par Value                       $.01
   Shares Authorized                          1,000,000
   Shares Issued And Outstanding              101,217

NOTE 7 -  SUMMARY OF SUBSIDIARIES

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

The Company has made preliminary plans to enter into the business of
providing medical home health care services to the general public 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
now issued has conversion provisions wherein the holder may convert
his/her Preferred shares to Common Lettered Stock under certain
conditions.  There are one hundred and twenty one thousand two hundred
seventeen (121,217) shares of Preferred Stock outstanding that is
potentially convertible to shares of Common, dependent upon the market
price of the Common Stock as determined by one or more exchanges.   (See
table below for potential conversion of Preferred Stock to Common
Stock.)  The Company, from time to time, has entered into agreements to
issue its Common Lettered Stock for certain goods and services and
arrangements beneficial to the ongoing activities of the Company.
Further, various employee contracts, non-exclusive associates
agreements, and service or purchase contracts contain provisions for
stock issuance.  The Company expects to continue to enter into such
agreements subject to all applicable securities law.  The potential
contingent dilution from the issuance of the above Common Stock for
these purposes is nine million four hundred and ninety eight thousand
three hundred forty (9,498,340) shares.  At December 31, 1998, 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 three million eighty thousand ($3,080,000)
dollars.  However, the corporation expects to approve either the
issuance of Preferred and/or Common Stock or stock options as
compensation therefor. Payment of accrued and previously expensed
professional fees of two hundred and sixty nine thousand one hundred
ninety one ($269,191) dollars (including legal, accounting and financial
advisory services) have been waived by the providers of those services,
who are also stockholders, and accounted for as contributed capital.

<TABLE>
OUTSTANDING CONVERSION RATIO TO COMMON:
<CAPTION>
                  PREFERRED STOCK
                       Price per Share Conversion  Common

         Par        No. of    Conversion   Market Shares
Series   Value       Shares  Ratio*  Price   After Exchange

<C>      <C>         <C>           <C>      <C>       <C>
A        $10.00   20,000     1x1     $10.00 20,000
B        .01         717           1x20 10.00    14,340
C        .01         1,000   1x20  3.00 20,000
D&E      .01         26,000  1x20  5.00 520,000
F&G      .01         51,000  1x2     5.00   102,000
H&I      .01         15,000  1x10  5.00 150,000
J        .01         7,500   1x20  .10      150,000
         Totals      121,217                976,340
         </TABLE>

* Preferred to Common

Pursuant to recent shareholder action (Annual Shareholder's Meeting of
January 30, 1999) to approve management recommendation, on September 24,
1998, the corporation's board of directors adopted resolutions, ("(a) to
amend Article 3 of the Articles of Incorporation of the Company to add
Section (12) stating that "the board of directors may effect a stock
combination restructuring (reverse stock split) of the corporation's
outstanding shares of Common Stock class of securities if the board of
directors in their sole judgment believe such restructuring is in the
best interest of the corporation"; and (b) file the foregoing amendment
with the State of Michigan Securities Bureau the Company's state of
incorporation to restate the Company's certificate of incorporation"),
to amend the Company's Restated Certificate of Incorporation and
Articles of Incorporation (the "Amendment") to: (i) effect a stock
combination restructuring (reverse stock split) of the company's
outstanding shares of the Common Stock class of securities (the "Reverse
Split"), and (ii) to provide for the payment of cash in lieu of
fractional shares otherwise issuable in connection therewith.  In this
regard, the Reverse Split, if effected, will not change the number of
the company's authorized shares of Common Stock or the par value of the
Common Stock.

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

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 (now Society Bank), in the amount of fifty thousand
dollars ($50,000).  The terms of the Huntington Bank Letter of Credit
required that, if utilized, the Company would pledge as collateral a
portion of its film and television product library.  If the Letter of
Credit were exercised, the resultant loan would be secured by a
commensurate portion of the Company's film and television product
library.  The Huntington Bank terms also provided that the Company would
continue to be able to sell or lease any portion of the product library
as long as it retained sufficient material to secure any loans made as a
result of the Letter of Credit. The Company currently utilizes a fifty
thousand dollars ($50,000) primary line of credit with the Wells Fargo
Bank of California, to accommodate its daily cash flow needs and
occasionally uses its credit lines at other financial institutions and
with its vendors and suppliers.  The Company holds a Promissory Note for
one hundred fifty thousand dollars ($150,000)  from Mr. Gary T. Wittman
payable to the Company in annual installments of twenty five thousand
($25,000) dollars each beginning April 30, 2000.  The Note is secured by
a pledge of high grade stocks comprising a portion of the Dow Jones
Industrial average or similar quality securities and are valued at
December 31, 1998 at two hundred and fifty thousand dollars ($250,000)
or greater.

NOTE 10  YEAR 2000 ISSUE

The Year 2000 issue is the result of computer programs being written
using two digits instead of four to define the applicable year. Any of
the Company's computer programs that have time-sensitive software or
facilities or equipment containing embedded micro-controllers may
recognize a date using "00" as the year 1900 rather than the Year 2000.
This could cause a system failure or miscalculations resulting in
potential disruptions of operations, including, among other things, a
temporary inability to process transactions, send invoices or engage in
similar normal business activities.

The Company has assessed its hardware and software systems, which are
comprised solely of an internal personal computer network and
commercially available software products. Based on this assessment, the
Company believes that its hardware and software systems are Year 2000
compliant. The Company has begun to assess the embedded system contained
in its leased or expected to be leased equipment and expects to finish
this assessment by the end of June 1999. At this time, the Company is
uncertain whether the embedded systems contained in its leased or
expected to be leased equipment are ready  for the Year 2000.  In
addition, the Company is contacting its key vendors, suppliers,customers
and other third parties to determine if there are any significant Year
2000 exposures which would have a material effect on the Company.

The Company is not yet aware of any Year 2000 issues relating to those
vendors, suppliers, customers and other third parties with which the
Company has a material relationship. There can be no assurance,
however,that the systems of those vendors, suppliers, customers and
other third parties on which the Company or its systems rely will not
present Year 2000 problems that could have a material adverse effect on
the Company.

The Year 2000 issue presents a number of other risks and uncertainties
that could impact the Company, such as disruptions of service from
critical third parties such as utilities providing electricity, water or
telephone service. If such critical third party providers experience
difficulties resulting in disruption of service to the Company, a
shutdown of the Company's operations at individual facilities could
occur for the duration of the disruption.  The Year 2000 project cost
has not been material to date and, based on preliminary information, is
not currently anticipated to have a material adverse effect on the
Company's financial condition, results of operations or cash flow in
future periods. However, if the Company, its vendors, suppliers,
customers or other third parties are unable to resolve any Year 2000
compliance problems in a timely manner, there could result a material
financial impact on the Company.

Accordingly, management plans to devote the resources it considers
appropriate to resolve all significant Year 2000 problems in a timely
manner. This assessment is estimated to be completed no later than
mid-1999.  After completion of its Year 2000 assessment, the Company will
develop contingency plans to reduce its Year 2000 exposure and expects
to have such contingency plans in place by September 1999. Readers
should understand that the dates on which the Company believes the Year
2000 project will be completed are based upon management's best
estimates, which were derived utilizing assumptions of future events,
including the availability of certain resources, third-party
modification plans and other factors. However, there can be no guarantee
that these estimates will be achieved, or that there will not be a delay
in, or increased costs associated with, the implementation of the
Company's Year 2000 compliance project. A delay in specific factors that
might cause differences between estimates and actual results include,
but are not limited to, the availability and cost of personnel trained
in these areas, the ability of locating and correcting all relevant
computer codes, timely responses to and corrections by third parties and
suppliers, the ability to implement interfaces between the new systems
and the systems not being replaced, and similar uncertainties.Due to the
general uncertainty inherent in the Year 2000 problem, resulting in part
from the uncertainty of the Year 2000 readiness of third parties and the
interconnection of national and international businesses, the Company
cannot ensure that its ability to timely and cost effectively resolve
problems associated with the Year 2000 issue will not affect its
operations and business, or expose it to third party liability.

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

N/A

Part III

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

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

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

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

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

DIRECTOR AND/OR
EXECUTIVE OFFICER                       FIRST ELECTED  TERM OF
NAME AND AGE             POSITION       OR APPOINTED    OFFICE
<S>                     <C>                 <C>        <C>
Charles Bailey          Chairman of the     1985       2000
Age 66                  Board of Directors

Paul D. Hancock         President/Chief     1977       Director/2000
Age 43                  Executive Officer              Officer/2015
                        and Director

A. Robert Sobolik       Exec. Vice President1981       Director/2000
Age 63                  Treasurer and Director         Officer/
                                                       Indefinite

Larry Epstein, Esq.     Secretary      1989       Director/1999
Age 50                  Director                       Officer/
                                                       Indefinite

John R. Woodward        Vice President, Film1982       Director/2001
Age 48                  Production and            Officer/
                        Director                       Indefinite

George T. Lindsey       Vice President, Creative1982   Director/2001
Age 61                  Development and                Officer/
                        Director                       Indefinite

James J. Aitken, C.P.A. Vice President, Finance1982    Director/2001
Age 62                  and Administration             Officer/
                        Director                       Indefinite

John Levingston         Vice President/Marketing  1983 Officer/
Age 72                  and Distribution               Indefinite
John D. Foley           Director            1990       1999
Age 48

Robert E. Capps, Jr.    Director            1990       1999
Age 48

Ben Whitfield Jr. Esq.  Director            1980       1999
Age 49

Brendan Cahill          Director            1986       2000
Age 52

Alex Trebek             Director            1987       1999
Age 58

Leroy J. Steele         Director            1987       1999
Age 76

Joseph Dyson, C.P.A.    Director            1983       2000
Age 62

Peter Lallos            Director            1988       2000
Age 65

Philip Langwald         Director            1985       2001
Age 92

Fred Baron              Director            1994       2001
Age 47

Charles Newirth         Director            1994       2001
Age 43

Brian J. Patnoe         Associate V.P.      1986       Indefinite
Age 40                  Administration

Michael Maghini         Associate V.P. 1985       Indefinite
Age 41                  Finance

David A. Toma           Associate V.P. 1990       Indefinite
Age 49                  Production
</TABLE>

CHARLES C. BAILEY, age 66* - Mr. Bailey is the Chairman of the
Board of the Company.  Mr. Bailey has most recently been the
producer of a variety of Broadway and other theatrical stage
productions including the award winning musical "My One and Only"
with Twiggy and Tommy Tune, "Stardust" with Sean Young, "Lucky Guy"
with Faith Prince, and "Dream" with Lesley Ann Warren and Margaret
Whiting.  In addition, he is the Executive Producer of King Street
Productions,  a theatrical production company in New York City,
which develops and produces Broadway and regional stage
productions.  Prior to his professional Broadway activities, Mr.
Bailey was Senior Vice President of Thompson McKinnon Securities
Inc. and previously Vice President of Prudential Bache Securities
(now Prudential Securities), both in New York and two of Wall
Street's leading investment banking firms.  As a fully licensed
investment banker with Prudential Bache and Thompson McKinnon, Mr.
Bailey prepared a wide variety of multi-million dollar national
municipal bond issues for the capital markets and was responsible
for the underwriting of those and other issues.  In conjunction
with Mr. Bailey's investment banking responsibilities, he was the
principal of O.B. Bailey Associates, a financial advisory service.
He has been involved in international business and finance for more
than 35 years, encompassing organizations and enterprises
throughout the Orient, Europe, South America and the Middle East.
He is a graduate of Hamilton College in New York and a member of
several professional organizations including past National
Director, International Director of the United States Junior
Chamber of Commerce and Commission Chairman of Junior Chamber
International (JCI).

PAUL D. HANCOCK*, age 43 -  Mr. Hancock is the President and Chief
Executive Officer of the Company.  He is the founder and developer
of its film/television production concept and corporate mission
objectives, and has served as President and Chief Executive Officer
since its inception. Prior to and during his tenure with the
corporation, he has functioned as a production and business advisor
to various film financing and production  companies and has
supervised the development/packaging and production of a wide
variety of moderately budgeted/cost-controlled feature film and
television projects.  Mr. Hancock was responsible for leading one
of the first exploratory film finance teams to the Wall Street
capital markets in the late 1970's in order to develop and
encourage motion picture financing by the investment banking
community.  He was instrumental in the formulation of entertainment
industry relationships specifically in moderate budget feature film
production financing with companies such as E.F. Hutton & Co.;
Kidder, Peabody and Prudential-Bache Securities.  Mr. Hancock has
also been a lecturer on various aspects of the entertainment
industry, entrepreneurship and finance at University Graduate
Schools of Business, seminars and conferences, is a frequent radio
talk show guest discussing independent film financing, production
and marketing, and is published in various print media encompassing
film and television industry topics.  He has developed and
maintained a specialized expertise in and conducted diverse
consulting for motion picture and television financial packaging,
specifically for public securities offerings, private sector
investments and commercial banking.  He was previously employed in
a variety of management capacities in the theater and hotel
businesses for Farber Enterprises and Ramada Incorporated.  Mr.
Hancock attended the Cranbrook Academies, Eastern Michigan
University, and the University of California at Los Angeles.  He
belongs to several professional organizations including the Academy
of Television Arts and Sciences.

A. ROBERT SOBOLIK*, age 63 - 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 50 - 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 48 - Mr. Woodward is the Vice President for
Film Production of the Company.  He is responsible for the
technical production procedures of the film and television projects
the Company produces or co-produces. His career has spanned more
than 20 years of both independent and studio film and television
production for numerous companies such as Twentieth Century Fox,
Paramount Pictures, Sony Pictures, Jerry Bruckheimer Films and
Castle Rock Entertainment.  Including studio involvement,  he was
executive in charge of production for independent production
company Melco General, Incorporated in Los Angeles.   He has been a
senior member of the production team for a wide variety of film and
television projects, including most recently "Liar Liar",
"Gattaca", "Wild Thing",  "Sweet Dreams", "Flashdance", "The
Manitou", "Tales from the Crypt", "Young Guns II", "Universal
Soldier", and the recent Academy Award nominated "Shawshank
Redemption", among many others.  Mr. Woodward has additionally been
associated with and instrumental in productions at other major
studios such as Warner Brothers, Columbia, Disney, the C.B.S.
Studio Center, Samuel Goldwyn, and Bavaria-Atelier Studio in
Germany.  His television commercial background is varied having
worked on commercials for the Sony Corporation, Lincoln- Mercury,
and Pepsi.  He has specialized training and expertise in
pre-production through post production coordination and
requirements, and film production budget control.  He holds a
Bachelor of Arts degree in Visual Arts, a Masters degree in Cinema
Production, and is a member of the Director's Guild of America.

GEORGE T. LINDSEY, age 61 - 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 62 - 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 48 - Mr. Foley is currently President, Worldwide
Distribution for October Films and was previously Executive Vice
President of City Cinemas, a theatrical exhibition corporation in
New York, and Executive Vice President of Miramax Films overseeing
all theatrical acquisitions and distribution. Prior to Miramax, he
was President of MGM/UA and was recruited by MGM in 1987 as Vice
President/Sales where he managed domestic sales in the Southern and
Western divisions of the United States.  In 1989 he was named
President, managing all North American activities for the company.
Certain recent Miramax and MGM production successes he was
instrumental in include "Pulp Fiction", "Benny and Joon" and
"Untamed Heart".  Other past productions he has been instrumental
in include "Rainman", "A Fish Called Wanda", and "Moonstruck".  Mr.
Foley began his film career in 1975 on the East Coast with Columbia
Pictures.  He held various management positions with Columbia
during his tenure with the company, encompassing regional sales
throughout the midwest and southern United States.  In 1986,
DeLaurentis Entertainment Co. recruited him as Vice President of
Distribution to establish the distribution operations for the
company's opening in 1986.


JOHN LEVINGSTON, age 72 - 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 48 -   Mr. Capps, most recently Executive
Vice President-Film for United Artists, has been involved in the
marketing, distribution and exhibition of feature motion pictures
for more than 25 years.  Formerly, Senior Vice President and
General Sales Manager for Tri Star Pictures, he has been
instrumental in the development of new film marketing technology
strategies for the motion picture industry, primarily the
theatrical market.  He has been directly involved in the building
and expansion of distribution departments for companies such as
Columbia Pictures, Paramount Pictures, and MGM.  Mr. Capps was an
instrumental force over the span of his career in the distribution
and exhibition of a wide variety of both major and independent
feature films including such classic film productions as the
"Terminator" films, "Legend of Boggy Creek", and "Where the Red
Fern Grows".  He has also been a consultant to such major domestic
and international exhibitor chains as Mann, Loew's and AMC.

BENJAMIN WHITFIELD, JR., ESQ., age 49 - 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 52 - Mr. Cahill was most recently Vice
President for Music and Creative Affairs for Universal Studios.
Prior to his employment with Universal, he was Vice President in
charge of creative affairs and musical director at Columbia
Pictures and is currently a development and production consultant
in the film/television industry and production consultant to
Michael Phillips and Michael Douglas (Michael Douglas Productions).
He has in the past been a personal advisor for production and
musical affairs to Steven Spielberg (Amblin Light Entertainment),
having been involved with such film projects as BACK TO THE FUTURE,
CLOSE ENCOUNTERS OF THE THIRD KIND and E.T., THE EXTRA TERRESTRIAL.
In the 1960's, Mr. Cahill was credited with being intregal in the
success of such musical groups as the Birds, Jefferson Starship,
and the Monkees, and was executive producer on the successfully
syndicated television show, THE PARTRIDGE FAMILY for ABC.  Other
feature film and television production credits for Mr. Cahill
include CALIFORNIA SUITE, THE BREAKFAST CLUB, OUT OF AFRICA, MIAMI
VICE, and the Emmy Award winning MURDER SHE WROTE.

ALEX TREBEK, age 58 - 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 76 - 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.

JOSEPH DYSON*, age 62 - 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 65 - 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 92 - 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 47 - 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 43 - Mr. Newirth is currently an established
independent producer and executive producer in the motion picture
industry and has been responsible for the production of such major
motion pictures as the recently released "Patch Adams" with Robin
Williams, "City of Angels" with Meg Ryan and Nicolas Cage, the
Academy Award winning and highly successful "Forrest Gump" with Tom
Hanks, as well as "Bugsy" with Warren Beatty, "Toys" with Robin
Williams, and "The American President" with Michael Douglas.  His
career in feature film production has also included production
manager for such films as "Pretty in Pink", "Robocop", and "The
Abyss".  In addition, he has worked in other diverse senior
production positions as production supervisor, production
coordinator, and location manager.

BRIAN J. PATNOE, age 40 - Mr. Patnoe's tenure with the corporation
began in 1987 as Executive Assistant in the areas of finance and
administration.  In 1989, he was elevated to the post of Associate
Vice President, Administration, working as key liaison between
senior officers of the corporation and members of the Board of
Directors.  His responsibilities also included monitoring and
maintaining WWMPC's corporate due diligence data information,
finance material information, and monitoring basic stockholder
relations.  He has worked closely with senior management of the
company in the negotiations of co-financing production scenarios
with domestic and foreign companies, consortiums, and independent
financiers.  Mr. Patnoe has also been associated with Siemen's and
Motorola ISG as national accounts manager and McDonnell Douglas
Corporation as a configuration management analyst and product
definition specialist; both senior technical and analytical
corporate administrative positions assuring quality control and
infrastructure communications.  He maintains a degree in Business
Administration and Economics from California State University,
Fullerton and a Masters in Business Administration from the
University of Southern California.

MICHAEL MAGHINI, age 41 - 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 49 - 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 Company in all
capacities for the fiscal years ended December 31, 1998, 1997, and
1996.

<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>
Charles Bailey**        1998      0          0         0
Chairman of the Board   1997      0          0         0
                        1996      0          0         0

Paul D. Hancock*/**     1998      340,000    0         0
President, CEO ***      1997      325,000    0         0
                        1996      310,000    0         0

A. Robert Sobolik*/**   1998      0          0         0
Exec. V.P./Treasurer    1997      0          0         0
                        1996      0          0         0

Larry Epstein*/**       1998      0          0         0
Secretary               1997      0          0         0
                        1996      0          0         0

John R. Woodward*/**    1998      0          0         0
Vice President          1997      0          0         0
                        1996      0          0         0

George T. Lindsey*/**   1998      0          0         0
Vice President          1997      0          0         0
                        1996      0          0         0
James J. Aitken*/**     1998      0          0         0
Vice President          1997      0          0         0
                        1996      0          0         0

John Levingston*        1998      0          0         0
Vice President          1997      0          0         0
                        1996      0          0         0

John R. Foley**         1998      0          0         0
Director                1997      0          0         0
                        1996      0          0         0

Robert E. Capps Jr.**   1998      0          0         0
Director                1997      0          0         0
                        1996      0          0         0

Benjamin Whitfield Jr.**    1998          0  0         0
Director                1997      0          0         0
                        1996      0          0         0

Brendan Cahill**        1998      0          0         0
Director                1997      0          0         0
                        1996      0          0         0

Alex Trebek**           1998      0          0         0
Director                1997      0          0         0
                        1996      0          0         0

LeRoy J. Steele**       1998      0          0         0
Director                1997      0          0         0
                        1996      0          0         0

Joseph Dyson**          1998      0          0         0
Director                1997      0          0         0
                        1996      0          0         0

Peter Lallos**          1998      0          0         0
Director                1997      0          0         0
                        1996      0          0         0

Philip Langwald**       1998      0          0         0
Director                1997      0          0         0
                        1996      0          0         0

Fred Baron**            1998      0          0         0
Director                1997      0          0         0
                        1996      0          0         0

Charles Newirth**       1998      0          0         0
Director                1997      0          0         0
                        1996      0          0         0

Brian J. Patnoe*        1998      0          0         0
Assoc. V.P.             1997      0          0         0
                        1996      0          0         0

Michael Maghini*        1998      0          0         0
Assoc. V.P.             1997      0          0         0
                        1996      0          0         0

David A. Toma*          1998      0          0         0
Assoc. V.P.             1997      0          0         0
                        1996      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>


                        1998 - 25,000   0         0        0
Charles Bailey**        1997 - 10,000      0 0         0
Director                1996 - 0        0         0        0

                        1998 - 0        250,000   0        0
Paul D. Hancock*/**     1997 - 0        250,000   0        0
President, CEO ***      1996 - 0        250,000   0        0

                        1998 - 0        25,000    0        0

A. Robert Sobolik*/**   1997 - 0        25,000    0        0
Exec. V.P./Treasurer    1996 - 0        25,000    0        0

                        1998 - 25,000   500,000   0        0
Larry Epstein*/**       1997 - 25,000   500,000   0        0
Secretary               1996 - 25,000   500,000   0        0

                        1998 - 0        50,000    0        0
John R. Woodward*/**    1997 - 0        50,000    0        0
Vice President          1996 - 0        50,000    0        0

                        1998 - 0  25,000     0         0
George T. Lindsey*/**   1997 - 0        25,000    0        0
Vice President          1996 - 0        25,000    0        0

                        1998 - 0        25,000    0        0
James J. Aitken*/**     1997 - 0        25,000    0        0
Vice President          1996 - 50,000   25,000    0        0

                        1998- 0         20,000    0        0
John Levingston*        1997- 0         20,000    0        0
Vice President          1996- 0         20,000    0        0

                        1998 - 0        100,000   0        0
John R. Foley**         1997 - 0        100,000   0        0
Director                1996 - 0        100,000   0        0

                        1998 - 0        50,000    0        0
Robert E. Capps Jr.**   1997 - 0        50,000    0        0
Director                1996 - 0        50,000    0        0

                        1998 - 0  25,000     0         0
Benjamin Whitfield Jr.**      1997 - 0  25,000    0        0
Director                1996 - 0        25,000    0        0

                        1998 - 0        20,000    0        0
Brendan Cahill**        1997 - 0        20,000    0        0
Director                1996 - 0        20,000    0        0

                        1998 - 0        20,000    0        0
Alex Trebek**           1997 - 0        20,000    0        0
Director                1996 - 0        20,000    0        0

                        1998 - 0        0         0        0
LeRoy J. Steele**       1997 - 0        0         0        0
Director                1996 - 0        0         0        0

                        1998 - 0        25,000    0        0
Joseph Dyson**          1997 - 0        25,000    0        0
Director                1996 - 50,000   25,000    0        0

                        1998 - 0        0         0        0
Peter Lallos**          1997 - 0  0          0         0
Director                1996 - 0        0         0        0

                        1998 - 0        0         0        0
Philip Langwald**       1997 - 0        0         0        0
Director                1996 - 0        0         0        0

                        1998 - 0        0         0        0
Fred Baron**            1997 - 0        0         0        0
Director                1996 - 0        0         0        0

                        1998 - 0        0         0        0
Charles Newirth**       1997 - 0        0         0        0
Director                1996 - 0        0         0        0

                        1998 - 0        100,000   0        0
Brian J. Patnoe*        1997 - 0        100,000   0        0
Assoc. V.P.             1996 - 0        100,000   0        0

                        1998 - 0        10,000    0        0
Michael Maghini*        1997 - 0        10,000    0        0
Assoc. V.P.             1996 - 0        10,000    0        0

                        1998 - 0        0         0        0
David A. Toma*          1997 - 0        0         0        0
Assoc. V.P.             1996 - 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 $3,095,000.   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.


</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             195,000             .40%
          Chairman of the Board         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.           601,667             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    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               283,750             .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    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    15,110,884     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.     2,559,164      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 Seven Million Six Hundred
Twenty Nine Thousand and Five Hundred and Ninety Two (47,629,592)
common shares of the Company issued and outstanding stock as of
December 31, 1998.

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