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

                           FORM 10-QSB/A

   (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
                          MARCH 31, 1999

                                OR

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

                    Commission File No. 0-27454
                              -----

              WORLD WIDE MOTION PICTURES CORPORATION
          (Name of small business issuer in its charter)

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

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

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

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

     Indicate the number of shares outstanding of each of the
Issuer's classes of common stock as of the latest practical date:
48,316,250 shares of Common Stock (par value $.001 per share)
outstanding on September 30, 1999.


                  Part I.  Financial Information

Item 1.   Financial Statements

<TABLE>
Consolidated Balance Sheets
<CAPTION>
     WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
            As of March 31, 1999 and December 31, 1998

                                         March 31,     Dec. 31,
                                              1999         1998
                                         ---------     --------
                                       (Unaudited)      Audited
Assets
<S>                                            <C>          <C>
Cash                                  $     24,266 $     28,726
Accounts receivable                         56,752       28,382
Note receivable                            150,000      150,000
Work in process                            438,606      438,606
Completed motion pictures/Television productions 8,622,7318,622,731
Film properties (screenplays/teleplays)  1,680,967    1,680,967
Property and equipment                      49,937       49,937
Other assets                                54,500       54,500
Less accumulated depreciation          (1,306,665)  (1,248,664)

Total Assets                          $  9,771,094 $  9,805,185

Liabilities and Deferred Credit
Accounts payable                      $     18,246 $      3,246
Common stock payable                            61           61
Preferred stock payable                         80           80
Notes payable                               16,300       16,300
Deferred credit to production costs        150,000      150,000

Total Liabilities and Deferred Credit      184,687      169,687

Stockholders' Equity
Common Stock $.001 Par Value,
100,000,000 shares authorized
47,882,890 and 47,629,290 shares issued     47,883       47,629
Preferred Stock $.01 Par Value, 1,100,000
shares authorized, 121,217 issued            1,212        1,212
Additional paid-in capital              18,953,588   18,927,102
Retained-earnings deficit              (9,416,276)  (9,340,445)
Total Stockholders' Equity               9,586,407    9,635,498

Total Liabilities, Deferred Credit
 and Stockholder's Equity               $9,771,094   $9,805,185
<FN>
<F1>
The accompanying Notes to December 31, 1998 Consolidated
Financial Statements 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
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)


                                        Three months ended
                                              March 31,
                                        -------------------
                                        1999      1998
                                        ----      ----
<S>                                         <C>     <C>
Revenues                               $ 28,370  $  800

Operating expenses:
     Administrative                      46,200   2,640
     Provision for depreciation          58,001 108,501
        Total operating expense         104,201 111,141

     Net income (loss)                $(75,831)$(110,341)

Earnings available to common stockholders  None    None

Earnings per common share, assuming full dilution    None  None
<FN>
<F1>
The accompanying Notes to December 31, 1998 Consolidated
Financial Statements 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
For the Three Month Period Ended March 31, 1999 and 1998
(unaudited)

                                               Three months ended
                                              March 31,
                                               -------------------
                                           1999    1998
                                           ----    ----
<S>                                         <C>     <C>
Cash flows from operating activities:

Net income (loss)                     $(75,831)$(110,341)

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

  Depreciation                           58,001 108,501

Changes in assets and liabilities:
  (Increase) Decrease in accounts receivable(28,370) 519
  Increase (Decrease) in accounts payable15,000   (738)

Net cash provided by (used in) operating
activities:                            (31,200)$(2059)

Financing activities:

  Proceeds from issuance (funds expended for buy-back)
     of stock (net)                    26,740  (30,605)

Net increase (decrease) in cash         (4,460)(32,664)

Cash balance - beginning of year         28,726  56,541

Cash balance - end of quarters ended
     March 31, 1999 and March 31, 1998 $ 24,266$ 23,877

Supplemental cash flow information
  Schedule of noncash transactions
    Restricted stock issued for services253,600
    Restricted stock issued for product       0

<FN>
<F1>
The accompanying Notes to December 31, 1998 Consolidated
Financial Statements are an integral part of these financial
statements.
<F2>
During the first quarter ending March 31, 1999, 253,600 common
shares and no preferred shares were issued for product and
services provided by or provided to the Company.
</FN>
</TABLE>

<TABLE>
Consolidated Statement of Stockholder's Equity
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
For the Three Months Ended March 31, 1999
(unaudited)


              Number of
              Outstanding          Additional    Retained
              Shares    Par        Paid-In  Earnings
         Common   Preferred Amount Capital  (Deficit) Total
         -------- ----- ---  -----------    --------- -----

<S>            <C>     <C>    <C>       <C>         <C>        <C>
Balances
Dec. 31,
1998    47,629,290 121,217$48,841$18,927,102$(9,340,445)$9,635,498

Stock
issued
- Cash           0
- Services 213,600            214    21,400                 21,614

- Film      40,000             40     5,086                  5,126

Net loss                                         75,831   (75,831)

Balances,
March 31,
1999    47,882,890 121,217$49,095$18,953,588$(9,416,276)$9,586,407
<FN>
<F1>
The accompanying Notes to December 31, 1998 Consolidated Financial
Statements are an integral part of these financial statements.
<F2>
</TABLE>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(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.  It is the opinion of
management that the accompanying statements and notes thereto
present fairly the financial position of the Company and do not
contain misleading information.  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
dollars ($12,491,111) of the assets is represented by the Net
Realizable Value (prior to depreciation and write-downs) 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
marketed 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 dollars ($4,091,950)
in the stated value of such inventory on the December 31, 1997
balance sheet. In 1998, management again revalued its inventory
based on management's recent receipt of commentary from the
Securities and Exchange Commission, with an additional appraisal of
potential resale value, worthiness as works of art, and potential
licensing capabilities, resulting in an additional reduction of
$3,868,380 in the stated value of the net realizable value of such
inventory at December 31, 1998. The results of the reevaluations
effectuated in 1997 and 1998 resulted in a substantial reduction in
book value of approximately 51% for those items over these two
years.  The 1997 revaluation and resulting reduction in value
combined with the 1998 revaluation and its resulting reduction and
value lowered the balance sheet presentation of the asset
identified as "completed motion pictures and television products".
Also, a depreciation policy has been adopted to amortize the film
and television inventory over a 10-year period. The Company has
instituted a maximum 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.  As a result of such net losses, there are no fully
diluted earnings per Common share after potential 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"
(in distribution). 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
diversified 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 dollars ($3,080,000).  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
dollars ($269,191) (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 FROM PREFERRED 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

NOTE 9   COMMON STOCK RESTRUCTURING

Pursuant to recent shareholder action (Annual Shareholder's Meeting
of January 30, 1999) to approve management recommendations, 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."   This action, if taken by the Company's Board of
Directors, would  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 10   NOTE RECEIVABLE, NOTE PAYABLE, LETTERS OF CREDIT,
LINES OF CREDIT, PROMISSORY NOTE

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 dollars ($25,000)
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.

The Company has a note payable in the amount of sixteen thousand
three hundred dollars ($16,300).  The note holder holding the note
payable 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) to serve as a secondary
standby line of credit.  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.

NOTE 11  RECLASSIFICATION OF DEFERRED CREDIT

The Promissory Note in the amount of one hundred fifty thousand
dollars ($150,000) referred to above in Note 10 was received in
1997 and represents a credit to production costs to be incurred for
motion pictures and/or television projects expected to be made in
the near future.  Upon receipt of the Promissory Note for one
hundred fifty thousand dollars ($150,000) in 1997, income in like
amount was recorded at that time rather than being recognized as a
deferred credit to future production costs.  This amount has been
reclassified as a deferred credit in the 1997 financial statements
herein and income previously shown for 1997 has been reduced
accordingly with an offsetting increase in retained-earnings
deficit at December 31, 1997.

NOTE 12  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 2.   Management's Discussion and Analysis or Plan of Operation

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

RESULTS OF OPERATIONS

The Company's revenue at first quarter end, 1999 was $28,370, as
compared to $800 for the comparable period of 1998.   The increase
is primarily attributable to fee income received for the production
of motion picture and television product. The first quarter ending
March 31, 1999, net loss prior to depreciation expense was
$(17,830),and net loss for the comparable period ending 1998 of
$(1,840).  Quarter ending March 31, 1999, expenses for the
Company's development, production and distribution operations were
$6,800 and its miscellaneous operations were $39,400, totalling
$46,200, compared to $2,640. The increase in operating expenses of
1999 was primarily attributable to the marketing and distribution
of the feature length film entitled"Shattered Illusions". The
increase in administrative expense from $2,640 to $4,400 is
primarily due to the cost of marketing and distribution of
completed film and television productions. The resultant per share
earnings to common stockholders was $0 in March 31, 1999 and $0 in
March 31, 1998. The Company derives its revenues from the licensing
of its newly created film and television productions, the licensing
of its inventory of previously produced films or television
productions and fees received for professional services provided to
the industry.  The Company also receives revenue for the marketing
and distribution of product produced or owned by 3rd party
producers and production companies. The generation of revenue in
the motion picture and television industry is highly competitive
which may have a material impact on the Company's financial
statements.


The following table presents operations data and selected
statistical information for the periods indicated.

                              Quarter Ended March 31,
                                   1999      1998
                                   -----     -----
Revenues                           $28,370   800

Costs and Expenses
     Operating &
       Administration expenses     46,200    2,640
Depreciation and amortization      58,001    108,501

Income (Loss)                      $(75,851) $(110,341)

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

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 television productions. The strategy additionally
includes the acquisition of screenplays and teleplays suitable for
development/packaging and completed motion pictures and television
projects for licensing and marketing/distribution opportunities for
all applicable sales territories throughout the world.  At such
time that 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, an 8-year old Los Angeles
based documentary production company. (2) In 1998, development and
production of the television production entitled CLASSIC CAR, in
association with SLIM, Inc., a 4-year old Los Angeles based
television production company.  Other arrangements include
marketing and distribution of a feature length film acquired by the
Company entitled CITIZEN SOLDIER originally produced by M&D
Productions, a 7-year old Los Angeles based film production
company, purchased by the Company in 1995 and providing a 60% gross
revenue participation to the Company in perpetuity. 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., a 9-year
old Los Angeles based film and television production company, and
providing 5% gross revenue co-production participation to the
Company in perpetuity. Additionally in 1995, the Company licensed
to Media One Broadcasting, a 12-year old television syndication
company, 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., a 4-year old
Los Angeles based film production company, 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., a 4-year old Los Angeles based production company, (50%); and
the feature length film entitled ALONG FOR THE RIDE offered by
production company Wittman Productions Inc., a 4-year old Los
Angeles based production company, (50%).  In 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.

<TABLE>The following is a table showing the comparison of balance
sheet data between three months ended March 31, 1998 and same
period, 1999.
<CAPTION>
                         Three Months Ended March 31,
CATEGORY            1998           1999           % CHANGE
<S>                 <C>            <C>            <C>
Net Profit (Loss)   (110,341)      (75,831)*      -32%
Assets              13,420,930     9,771,094*     -27%
Stockholder Equity  13,399,161     9,586,407*     -28%
Liability           21,753         184,687        +749%
Net Revenues        800            28,370         +3400%
Inventory           14,192,569     10,796,804*    -24%

* Reflects revaluing of net realizable value of inventory referred
to below.
</TABLE>
The Company experienced no material changes during the first three
months of 1999 regarding its operations or its financial position
relative to the first three months of 1998.  There are no seasonal
or other factors regarding the Company's intra-year operations that
require explanation of a percentile swing in inter-quarter reports.

GENERAL

In fiscal 1998 and the first quarter of 1999, the Company continued
its involvement in a variety of film and television projects
relative to development, acquisitions, packaging, production and
marketing/distribution activities. The Company also continued to
pursue potential diversified business opportunities that have cash
flow possibilities. Management believes that a film or television
production's economic success is dependent upon several overlapping
factors including general public appetite of a potential genre or
performer at the time of release, domestic and international
marketing philosophy, applicable usage of existing and new and
emerging technology, advertising strategy with resultant
penetration and the overall quality of the finished production. The
Company's film and television productions may compete for sales
with numerous independent and foreign productions as well as
projects produced and distributed by a number of major domestic and
foreign companies, many of which are units of conglomerate
corporations with assets and resources substantially greater than
the Company's. Management of the Company believes that in recent
years there has been an increase in competition in virtually all
facets of the Company's business. Specifically, the motion picture
industry competes with television and other forms of leisure-time
entertainment. Since the Company may for certain undetermined
markets and products distribute its product to all markets and
media worldwide, it is not possible to determine how its business
as a whole will be affected by these developments and accordingly,
the resultant impact on the financial statements. The Company has
currently obtained 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 March 31, 1999, the
Company had $24,266 in cash and no cash equivalents. At March 31,
1998, the Company had $23,877 in cash and no cash equivalents. The
increase in cash was due primarily to the increase in fee income
for the development/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 carryforwards 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 no shares of its common stock and
no shares of its preferred stock in first three month period ending
March 31, 1999 for cash and 253,600 shares of its common stock and
no shares of its preferred stock for product and services. For the
comparable period in 1998, the Company issued no shares of its
common stock and no shares of its preferred stock for cash and
76,070 shares of its common stock and no shares of its preferred
stock for product and services acquired by or provided to the
Company. No proceeds from the sale of the corporation's common
stock or preferred stock has ever been used to pay compensation to
employees or executives of the Company.The Company 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 in the period ending
March 31, 1999,  included cash of $24,266 and net accounts
receivable of $56,752 and in period ending March 31, 1998, included
cash of $23,877 and net accounts receivable of $24,707. 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 and the first quarter of 1999
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.

<TABLE>
The following table presents equity and cash flow data for the
periods indicated.
<CAPTION>
                              Three Months Ended March 31
                              -----------------------
                         1999           1998
                         ----           ----
<S>                      <C>            <C>
Stockholders' Equity     $9,586,407*    $13,399,161*
Common Stock Outstanding 47,882,890      47,109,860
Deficit
  (after depreciation)   75,831*        110,341*
Accumulated Deficit      9,416,276*     1,084,893
Cash                     24,266         23,877
</TABLE>
*Reflects reduction in net realizable value referred to below.

In 1998, management for a second time revalued its inventory based
on management's recent receipt of commentary from the Securities
and Exchange Commission, with an additional appraisal of potential
resale value encompassing worthiness of the inventory items as
works of art, and potential licensing capabilities, resulting in a
reduction in an additional reduction of $3,868,380 in the stated
value of the net realizable value of such inventory at December 31,
1998. The results of the reevaluations effectuated in 1997 and 1998
resulted in a substantial reduction in book value of approximately
51% for those items.

The Company expects its marketing operations to expand considerably
over the next three years.  The current inventory and contracts
acquired by the Company are now beginning to be more vigorously
exploited.  As the Company's focus moves from extensive
accumulation of product and contracts in an ownership capacity to
capital acquisition specifically for marketing purposes using
recently developed technologies, a substantial increase in income
and/or receivables are anticipated to take place beginning in the
last quarter of 1999.  Although the Company is conservative
regarding its policy concerning the use of borrowed operating
capital, it is now in a position to use its reputation and contacts
in the industry to leverage operating funds profitably.

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

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

Part II.  Other Information

Item 1.  Legal Proceedings

INVOLVEMENT IN CERTAIN 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 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

N/A

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

On January 9, 1999, the Company filed Proxy material with the
Securities and Exchange Commission in accordance with Rule 14(a).
The proxy statement requested shareholders to vote for management's
nominees to the Company's Board of Directors.  Management's
recommendation's were elected;  25,015,888 shares in favor, 50,250
shares opposed, and 7,000 shares abstained.

Management also requested shareholders to approve a combination
restructuring of the outstanding stock of the Company (reverse
split).  The shareholders approved the restructuring as filed with
the Securities and Exchange Commission in accordance with Rule
14(a),  25,016,888 shares in favor, 50,250 shares opposed, and
6,000 shares abstained.

Item 5. Other Information

N/A

Item 6. Exhibits and Reports on Form 8-K

N/A


                         INDEX TO EXHIBITS

EXHIBIT
NUMBER    DESCRIPTION
---------   -----------
27.1      Financial Data Schedule


                             SIGNATURE

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


                         WORLD WIDE MOTION PICTURES CORPORATION

November 22, 1999        /s/       A. Robert Sobolik

                         A. Robert Sobolik
                         Executive Vice President/Treasurer