Part I. Financial Information
Item 1.   Financial Statements

                          Robert E. Reed
                    Certified Public Accountant
                    A Professional Corporation
                    561 East Jefferson AVenuef
                   Detroit, Michigan 48226-4324

                   INDEPENDENT AUDITOR'S REPORT

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

I have audited the accompanying consolidated balance sheets of
World Wide Motion Pictures Corporation and subsidiaries as of
December 31, 1995 and 1994, and the related statements of income,
stockholders' equity, and cash flows for the two years ended
December 31, 1995.  These financial statements and accompanying
notes are the responsibility of the Company's management.  My
responsibility is to express an opinion to these financial
statements based on my audit.

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

In my opinion, the consolidated financial statements referred to
above and accompanying notes, present fairly in all material
respects, the financial position of World Wide Motion Pictures
Corporation and subsidiaries as of December 31, 1995 and 1994, and
the result of its operations and cash flows for the years then
ended, in conformity with generally accepted accounting principles.


Detroit, Michigan
September 15, 1996

<TABLE>
Consolidated Balance Sheets
<CAPTION>
     WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                          MARCH 31, 1996
                             UNAUDITED
Assets
                                                         
<S>                                          <C>         
Cash                                         11,226
Accounts Receivable                          1,500 
Completed Motion Pictures/
Television Productions                       16,116,258 
Film Properties (Screenplays/Teleplays)      1,680,472 
Property and Equipment                       46,437 
Other Assets                                 49,000      
     Less Accumulated Depreciation           (246,543)   
Total assets                                 $17,658,350
  
Liabilities
Current liabilities
Common Stock Payable                         255
Preferred Stock Payable                      30
Notes Payable                                16,300
Total Liabilities                            16,585

Stockholder's Equity
Common Stock $.001 Par Value, 100,000,000
Shares Authorized, 45,632,000 Outstanding    45,632
Preferred Stock $.01 Par Value, 1,000,000
Shares Authorized, 121,217 Outstanding       1,212
Capital in Excess of Par Value               18,158,199
Retained earnings (deficit)                  (559,742)
Total Stockholder's Equity                   $17,641,765
Total Liabilities and 
Stockholder's Equity                         $17,658,350
<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, 1996 - MARCH 31, 1996
UNAUDITED
                                   
<S>                                <C>  
Revenues                           $0   
Operating expenses:
     Administrative                3,536
        Total operating expense         
     Net income (loss)                  $(3,536)
Earnings (loss) available to common 
stockholders                       $0
Earnings (loss) per common share             $0
<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
JANUARY 1, 1996 - MARCH 31, 1996
UNAUDITED
                                                                   
<S>                                <C>            <C>  
Cash flows from operating activities:

Net Income (deficit)                    $              (3,537)

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

     (Decrease) in accounts payable     $  (17)
          Net cash provided by operating
          activities:                                  $ (17)

Cash flows from investing activities:

          Net cash provided by investing
          activities:    
Purchase of Assets                 $  (160)       $  (160)

Cash flows from financing activities:

     Proceeds from issuance of 
     preferred and common stock         $2,642    
          Net cash provided by financing
          activities:                                  $2,642
Net increase in cash and equivalents                   $(1,072)

Cash and cash equivalents - beginning of quarter       $12,298

Cash and cash equivalents - end of quarter             $11,226
<FN>
<F1>
The accompanying notes are an integral part of these financial
statements.
<F2>
During the first quarter ending March 31, 1996, 115,000 common
shares and 16,000 preferred shares were issued for product and
services provided by or provided to the Company. 
</FN>
</TABLE>


<TABLE>
Stockholders Equity
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
YEAR END DECEMBER 31, 1994, 1995 AND QUARTER END MARCH 31, 1996


              STOCK     AMT  ADDITIONAL RETAINED      TOTAL
         COMMON   PREFERRED (P/V)  PAID IN CAPITAL    EARNINGS   S/E      
<S>      <C>         <C>     <C>     <C>         <C>       <C>
BAL,
12/31/94 44,361,765  46,700  45,414  15,650,729  (375,098) 15,321,045
NET INCOME
(LOSS)                                      (184,644)

STOCK 
ISSUED   1,101,530   58,500  1,101   2,505,318   
BAL,
12/31/95 45,463,295  105,200   46,515   18,156,047    (559,742)  
17,642,820

STOCK
ISSUED
BAL,        168,705  16,000                      (3,537)
3/31/96  45,632,000  121,200 46844 18,158,199    (563,279) 17,641,765
</TABLE>
                                     
      WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(To be read in conjunction with Consolidated Financial Statements
for year end December 31, 1995)

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).  The Acquisition was a production and
distribution company for short subjects, docudramas,
documentaries and industrial films.  Many of the Acquisition's
productions were made in conjunction with the U.S. Government. 
The Company acquired the Acquisition's entire film and television
library and related film production equipment.  The Acquisition
transaction was facilitated by the exchange of two million
(2,000,000) shares of the Company's common stock which was issued
to Mr. George T. Lindsey, the sole owner of the Acquisition, for
100% of the common stock of the acquisition.  Mr. Lindsey is
currently the Company's Vice President of Creative Development
and he is entitled to a contractual commission on any of the
former product library of the Acquisition that is leased or sold
by him.  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 235 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 a wholly-owned subsidiary for the purpose of
organizing and presenting seminars and workshops concerning the
motion picture industry.  The Company has an active Board of
Directors which currently consists of twenty members with
staggered terms, all of whom are either chairperson or a member
of one or more of the four board designated committees which
include executive, finance, audit, and personnel.  The Company
also maintains several 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 is not expected to recover the
Company's investment.  On the other hand, the profit from a
successful motion picture or television program must be 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.  In
fiscal yearend 1995 such purchases amounted to $3,184,900. 
Sixteen million one hundred sixteen thousand two hundred fifty
eight ($16,116,258) dollars of the assets is represented by its
completed film and television library.  In the absence of a
consistent market for the securities issued, the value of the
films was agreed to by the sellers and the purchaser in
accordance with GAAP 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.   

The film and television inventory of the Company is regularly
reviewed and evaluated by the Company's management. The
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
inventory is dependent on the acquisition of additional capital.

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

At December 31, 1995, the Company and its subsidiaries have
sustained a cumulative operating loss and may offset this loss
against future taxable income.

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

NOTE 3 - LEGAL PROCEEDINGS

As of December 31, 1995 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 4 - 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 & Poors Cusip no. is 981536 10 5.  The Company has
advised its stockholders and the public that it will soon become
a fully reporting company and that it expects to apply for NASDAQ
quotation and/or quotations on other exchanges.  The Company's
common stock is thinly traded at this printing.  Prior to the
stock market crash in 1987, the Company's shares of common stock
traded as high as $.95 per share.  As recently as 1993, the
Company was quoted on the OTC (Over-The-Counter) Electronic
Bulletin Board.  Castle Securities Inc., the Company's most
recent active primary marketmaker, went into bankruptcy resulting
in the Company's temporary removal from quotation.  As of the
date of these financial statements, the Company has negotiated
satisfactory terms establishing a new primary marketmaker. 
However, 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 expects to
file annual, periodic, and current reports required pursuant to
Section 12(g) of the Exchange Act, and it is anticipated that
active trading by the Company's new primary marketmaker will not
commence until the Commission has reached the "no comment" stage
of the filing process.  NOTE 5 - SUMMARY OF SUBSIDIARIES.

The Company's wholly-owned subsidiary is: World Wide Film and
Television Institute, Inc. (the Institute), with operations
offices at 11611 San Vicente Boulevard, Suite 810, Los Angeles,
California, 90049.  The Institute was founded and incorporated in
July 1993.  The Institute's primary 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
political/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.

During 1995, the Company considered purchasing a privately held
corporation, World Wide Medical Services Inc.  Although merger
agreement and operating agreements were executed, the Company was
unable to obtain from the Medical Services company documents
required in the agreements.  Therefore, the company did not issue
its common stock and consummate the acquisition.

NOTE 6 - SUMMARY OF STOCK OPTIONS, EMPLOYMENT CONTRACTS,
      AFFILIATES, POTENTIAL DILUTION, AND CONTINGENT LIABILITY.

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.  The Company has entered into
agreements to issue its common lettered stock for certain goods
and services, arrangements beneficial to the ongoing activities
of the Company.  Further, various employee contracts,
non-exclusive affiliate 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 $2,800,000 and has agreed to accept
stock or stock options in lieu of cash.

NOTE 7 - NOTES PAYABLE, LETTER OF CREDIT, ACCRUED PROFESSIONAL  
         AND ADMINISTRATIVE FEES.  

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
accrued professional and administrative fees will be paid
contingent upon the Company's sufficient profitability. 
Individuals who are owed such fees are also stockholders of the
Company and have agreed to waive such fees indefinitely if
necessary, or to negotiate payment in the form of common stock if
approved by the Company's management.
  
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.

NOTE 8 - REVENUE COMPETITION RELATIVE TO EXISTING OR PENDING
EXPLOITATION AGREEMENTS OF THE COMPANY'S MOTION PICTURE AND
TELEVISION PRODUCT LIBRARY.

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
motion picture or television production's economic success is
dependent upon several overlapping factors including general
public appetite at the time of release, marketing philosophy and
applicable usage of existing technology, advertising strategy
with resultant penetration and the overall quality of the
production. The Company's motion picture and television
productions may compete for sales 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.  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.

NOTE 9 - ANCILLARY EXPLOITATION OF A PORTION OR PORTIONS OF THE
COMPANY'S MOTION PICTURE LIBRARY TO COMMERCIAL TELEVISION AND
HOME VIDEO MARKETING AND SALES.

Specifically, live action motion pictures are generally licensed
for broadcast on commercial television following 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 motion picture, 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 films in domestic syndication have declined as pay
television licensing has grown.  The growth of pay television and
home video technologies has had an adverse effect on the fees
obtainable from the licensing of films to networks and local
television stations.  Thereby potentially effecting the Company's
ability to generate substantive revenue from this particular
venue.

Conversely, the Company may derive revenue from the marketing and
sale, either directly or through licensees, of motion pictures
and other filmed product on videocassette for playback on a
television set through the use of videocassette recorders
("VCRs") and continued advancements of pay television (cable) and
satellite broadcast technologies, domestically and
internationally.  The Company currently holds the distribution
rights to 235 motion picture and television titles.

Item 2. Management's Discussion and Analysis or Plan of Operation
 
Three Months Ended March 31, 1996 

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
1994 and 1995 the Company continued its involvement in a variety
of feature film and television projects relative to development,
production, packaging and distribution/marketing 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 loans, proceeds from the
private sale of equity securities, deferred compensation 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 543,700
shares of common stock and 7,500 shares of preferred in 1994 for
cash and 1,225,000 shares of common and 51,000 shares of
preferred for services.  In 1995, the Company issued 386,500
shares of common and 0 shares of preferred for cash and 330,000
shares of common and 0 shares of preferred for services.  As of
March 31, 1996, the Company issued 32,500 shares of common and 0
shares of preferred stock for cash and 115,000 shares of common
and 16,000 shares of preferred stock for product and services
acquired by or provided to the Company.  Further, in 1994, the
Company entered into a loan agreement with Huntington National
Bank whereby the Company obtained a line of credit in the
aggregate maximum amount of $50,000.  The line of credit was for
a period of 12 months and expired in February, 1995.  The Company
did not find it necessary to borrow under the line of credit. 

The Company's principal liquidity at yearend 1994 included cash
of $18,695 and net accounts receivable of $18,904, and at yearend
1995 cash of $58,634 and net accounts receivable of $1,500.  As
of March 31, 1996, the Company's cash position was $11,226 and
account receivable of $1,500.  After a review of the financial
statements at yearend 1994 adjusting entries to the statements
were made to reflect a writeoff of some of the accounts
receivable in light of their age and apparent uncollectibility. 
The Company's liquidity position has remained barely sufficient
enough to support on-going general administrative expense, pilot
programs, strategic position, and the garnering of contracts,
relationships and film product.  Although the Company during 1994
and 1995 experienced some small amount of revenue, unless the
Company has a substantial influx of capital, the Company will not
be able to accomplish its planned objectives.  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 in the relatively near future for an
amount to be determined by the Company and underwriter.   

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
complete exploitation of the Company's current film, television
library, and participations in completed films.

Results of Operations

The Company has presented a consolidated balance sheet which
includes 2 subsidiaries: Environmental Services Corporation and
World Wide Film & Television Institute.  The Company's charter
allows it to branch into diversified fields if management
concludes there is a 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' shares, if and when
opportunities arise to make profits for the corporation in a
diversified industry, the Company shall pursue such
opportunities.

The Company's motion picture and television strategy has been to
expend its resources and to set in place relationships and
contracts in preparation for the 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.

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 film entitled NATURALLY BAD originally produced
by Northwest Productions Inc. in 1994 with co-production revenue
participation to the Company of 5% of gross revenue and a feature
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 and the
television productions entitled TIPS FOR BETTER HEALTH and MARKET
PLACES OF THE WORLD, both produced by Pacific Pictures and
providing 5% gross revenue co-production participation to the
Company in perpetuity.  Additionally in 1994, the Company entered
into a licensing agreement with Media One Broadcasting Company
for $71,000 and 40% of net revenue for the right to telecast
certain feature motion pictures and television productions which
the Company owns.   Certain other participations of the Company
include development arrangements including the Company's review
and in certain cases, providing advise and counsel on screenplays
in 1994 and 1995 for the subsequent possible packaging and
production and distribution of the project.  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
CHOICE offered by production company Best Productions Inc. (50%).

Part II.  Other Information

Item 1.  Legal Proceedings

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

Item 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