Part I.  Financial Information

Item 1.     Financial Statements

<TABLE>
Consolidated Balance Sheets
<CAPTION>
      WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
      CONSOLIDATED BALANCE SHEETS
      MARCH 31, 1997
                                    UNAUDITED
Assets
                                                                      
<S>                                                    <C>            
Cash                                                   158,878
Accounts Receivable                                    1,527 
Work in Process                                        145,533        
Completed Motion Pictures/
Television Productions                                 16,118,061 
Film Properties (Screenplays/Teleplays)                1,680,967 
Property and Equipment                                 46,437 
Other Assets                                           49,000         
     Less Accumulated Depreciation                     (553,006)      
Total assets                                           $17,647,397
  
Liabilities
Accounts Payable                                       151                        
Common Stock Payable                                   205
Preferred Stock Payable                                30
Notes Payable                                          16,300
Total Liabilities                                      16,686

Stockholder's Equity
Common Stock $.001 Par Value, 100,000,000
Shares Authorized, 46,349,290 Issued                   46,349
Preferred Stock $.01 Par Value, 1,000,000
Shares Authorized, $10.00 Par Value 100,000
Shares Authorized, 121,217 Outstanding                 1,212
Capital in Excess of Par Value                         18,163,259
Capital Investment                                     28,850
Retained earnings (deficit)                            (608,959)
Total Stockholder's Equity                             $17,630,711
Total Liabilities and 
Stockholder's Equity                                   $17,647,397
<FN>
<F1>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
Consolidated Statements of Income
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
JANUARY 1 - MARCH 31, 1997
UNAUDITED
                                           
<S>                                        <C>   
Revenues                                   $200,218    
Operating expenses:
      Administrative                       6,350
      Depreciation (allocated annually)    -
         Total operating expense           6,350
      Net income (loss)                    $193,868
Earnings available to common stockholders  $.004
Earnings per common share, assuming 
full dilution                              $.004
<FN>
<F1>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

<TABLE>
Consolidated Statement of Cash Flows
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
MARCH 31, 1997
UNAUDITED
                                                                                 
<S>                                        <C>               <C>   
Cash flows from operating activities:

Net Income (deficit)                       $                 193,868

Adjustments to reconcile net income to
net cash provided by operating activities:

      Increase in accounts receivable      $(27)
      (Decrease) in customer deposit       $(115,000)
      (Decrease) in accounts payable       $  (151)
            Net cash provided by operating
            activities:                                      $ (114,877)

Cash flows from investing activities:

      Investment work-in-process           $(145,692)
            Net cash provided by investing
            activities:                                      $(145,692) 

Cash flows from financing activities:

      Proceeds from issuance of 
      preferred and common stock           $29,260     
            Net cash provided by financing
            activities:                                      $29,260

Net increase in cash and equivalents                         $(37,440)

Cash and cash equivalents - beginning of quarter       $196,318

Cash and cash equivalents - end of quarter             $158,878
<FN>
<F1>
During the first quarter ending March 31, 1997, 0 common shares and 0 preferred
shares were issued for product and services provided by or provided to the
Company. 
<F2>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

<TABLE>
Consolidated Statement of Stockholder's Equity
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
DECEMBER 31, 1996 THROUGH END OF QUARTER MARCH 31, 1997


                  STOCK       AMT          ADDITIONAL       RETAINED     TOTAL
            COMMON     PREFERRED (P/V)  PAID IN CAPITAL    EARNINGS      S/E   
<S>         <C>        <C>    <C>          <C>         <C>         <C>
STOCK
ISSUED      636,297    16,017       796       7,372         
BAL,
12/31/96    46,099,592 121,217      47,311 18,163,259  (802,828)   17,407,742

STOCK
ISSUED      249,698       0         250       0        193,868
BAL,
3/31/97     46,349,290 121,217      47,561 18,192,109  (608,960)   17,630,711
<FN>
<F1>
The accompanying notes are an integral part of these financial statements.
<F2>
</TABLE>

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

INDEPENDENT AUDITOR'S REPORT

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

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

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

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


Reed & Taylor, CPAs, P.C.
Detroit, Michigan
June 30, 1997
 
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 1 - DESCRIPTION AND HISTORY OF THE BUSINESS.  

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.  

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

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

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

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

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

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

The Company's interim quarterly financial reports do not include
estimated quarterly depreciation allocations.  

NOTE 3 - EARNINGS PER SHARE

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

NOTE 4 - TAXES

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

NOTE 5 - LEGAL PROCEEDINGS

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

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

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


<TABLE>
The following is the Company's common and preferred stock
authorized
and issued and outstanding.
<CAPTION>
Company's common and preferred stock authorized and issued and
outstanding.
                       SHARES COMMON STOCK:
<S>                     <C>
PAR                     .001  
AUTHORIZED         100,000,000  
ISSUED AND OUTSTANDING  46,099,592

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

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

NOTE 7 - SUMMARY OF SUBSIDIARIES.

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

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

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

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

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

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

Item 2.   Management's Discussion and Analysis or Plan of Operation

Three Months Ended March 31, 1997

LIQUIDITY AND CAPITAL RESOURCES

Management's discussion and analysis of financial condition and
results of operation should be read in conjunction with the
consolidated financial statements and related notes.  In fiscal
1995
and 1996 the Company continued its involvement in a variety of
feature film and television projects relative to development,
acquisitions, packaging, production and marketing/distribution
activities.  The Company also continued to pursue potential
diversified business opportunities that have cash flow
possibilities. 
In order to finance its operations, working capital needs and
capital
expenditures, the Company utilized revenue from licensing fees,
loans, proceeds from the private sale of equity securities,
deferred
compensation, profit participation, and equity in exchange for
services and product.  In accordance with the Securities and
Exchange
Commission "Regulation D", and subject to Rule 144 restrictions,
the
Company issued 386,500 shares of common stock and 0 shares of
preferred stock in 1995 for cash and 973,000 shares of common stock
and 0 shares of preferred stock for product and services.  In 1996,
the Company issued 123,123 shares of common stock and 0 shares of
preferred stock for cash and 491,507 shares of common stock and
15,000 shares of preferred stock for product and services acquired
by
or provided to the Company.  During the first quarter ending March
31, 1997, 0 common shares and 0 preferred shares were issued for
product and services provided by or provided to the Company. 
Further, in 1994, the Company entered into a loan agreement with
Huntington National Bank whereby the Company obtained a letter of
credit in the aggregate maximum amount of $50,000.  The letter of
credit was for a period of 12 months and the agreement expired in
February, 1995.  The Company did not find it necessary to borrow
under that agreement.   This credit arrangement remains available
to
the registrant under the same above terms and conditions.  The
Company uses its primary business loan ($50,000) line of credit
provided by Wells Fargo Bank  for current cash flow needs and
occasionally its credit lines at other financial institutions, and
with its suppliers.

The Company's principal liquidity at March 31, 1996 included cash
of
$11,226 and net accounts receivable of $1,500, and at March 31,
1997
cash of $158,878 and net accounts receivable of $147,059.  The
Company's liquidity position has remained sufficient enough to
support on-going general administrative expense, pilot programs,
strategic position, and the garnering of contracts, relationships
and
film and television product for addition to the Company's library,
and the financing, packaging, development and production of two
feature films.  Although the Company during 1995 and 1996
experienced
revenue, unless the Company has an influx of additional capital,
the
Company will not be able to accomplish its planned objectives and
revenue projections.  Accordingly, the Company intends to resolve
and
provide for its liquidity needs as well as provide for the needed
capital resources to expand its operations through a future
proposed
public offering of its common shares to the public.  It is
anticipated that such an offering will commence within the next 24
months for an amount to be determined by the Company and
underwriter(s).  

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

RESULTS OF OPERATIONS

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

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

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

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


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

Part II.  Other Information

Item 1.  Legal Proceedings

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

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

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

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

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

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

As of March 31, 1997, there were no material pending legal
proceedings to which the Registrant was a party or to which any of
its assets was subject.  However, the Registrant is currently in
negotiations for the reimbursement of 8 film and television
videotape
and 35mm film master copies of feature length motion picture and
television productions owned by the Registrant and maintained at a
film and video storage facility.  The Registrant's attorneys are
preparing litigation and related processes in the event the results
of the negotiations are unsatisfactory.  The Registrant is seeking
damages in the amount of $397,500 for the loss of its "stored
material".

Item 2.  Changes in Securities

None

Item 3.  Defaults Upon Senior Securities

N/A

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

N/A

Item 5.  Other Information

N/A

Item 6. Exhibits and Reports on Form 8-K

N/A