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

                          FORM 10-QSB/A-1

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

For the quarterly period ended September 30, 1998

                                OR

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

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

Part I.  Financial Information

Item 1.   Financial Statements

<TABLE>
Consolidated Balance Sheets
<CAPTION>
     WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                        SEPTEMBER 30, 1998
                             UNAUDITED
Assets
                                                         
<S>                                          <C>         
Cash                                          20,445
Accounts Receivable                           27,207
Note Receivable                              150,000     
Work in Process                              436,491     
Completed Motion Pictures/
Television Productions                        12,026,111
Film Properties (Screenplays/Teleplays)       1,680,967
Property and Equipment                        46,437
Other Assets                                  49,000
     Less Accumulated Depreciation           (1,016,660) 
Total assets                                 $13,419,998
  
Liabilities
Accounts Payable                              3,612                 
Common Stock Payable                            909      
Preferred Stock Payable                          30
Notes Payable                                16,300
Total Liabilities                            20,851

Stockholder's Equity
Common Stock $.001 Par Value, 100,000,000
Shares Authorized, 47,419,290 Outstanding    47,419      
Preferred Stock $.01 Par Value, 1,000,000
Shares Authorized, $10.00 Par Value 100,000
Shares Authorized, 121,217 Outstanding       1,212
Capital in Excess of Par Value               14,053,359
Capital Investment                           274,365
Retained earnings (deficit)                  (977,208)
Total Stockholder's Equity                   13,399,147
Total Liabilities and 
Stockholder's Equity                         $13,419,998
<FN>
<F1>
The accompanying 1997 yearend 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
JULY 1, 1998 - SEPTEMBER 30, 1998
UNAUDITED
                                   
<S>                                <C>  
Revenues                           $  0 
Operating expenses:
     Administrative                     3,704
     Depreciation (allocated annually)  (    -)
        Total operating expense         3,704
     Net income (loss)                  $(3,704)  
Earnings available to common stockholders    $0
Earnings per common share, assuming     
full dilution                                $0
<FN>
<F1>
The accompanying 1997 yearend 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
SEPTEMBER 30, 1998
UNAUDITED
                                                                   
<S>                                <C>            <C>  
Cash flows from operating activities:

Net Income (deficit)               $              $(3,704)  
               
Adjustments to reconcile net income to
net cash provided by operating activities:

     Decrease in accounts receivable    $(1,500) 
     (Decrease) in accounts payable     $(310)
          Net cash provided by operating
          activities:                             $(1,810) 

Cash flows from investing activities:

                                        $ -
          Net cash provided by investing
          activities:                             $ - 

Cash flows from financing activities:

     Proceeds from issuance of 
     preferred and common stock         $1,000    
          Net cash provided by financing
          activities:                             $1,000

Net increase in cash and equivalents              $(4,514)

Cash and cash equivalents - beginning of quarter  $ 24,959

Cash and cash equivalents - end of quarter        $ 20,445
<FN>
<F1>
The accompanying 1997 yearend notes are an integral part of these
financial statements.
<F2>
During the third quarter ending September 30, 1998, 103,000
common shares and 0 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
DECEMBER 31, 1997 THROUGH END OF QUARTER SEPTEMBER 30, 1998
UNAUDITED

              STOCK     AMT        ADDITIONAL         RETAINED   TOTAL
         COMMON   PREFERRED (P/V)  PAID IN CAPITAL    EARNINGS   S/E      
<S>      <C>      <C>   <C>        <C>      <C>       <C>
STOCK
ISSUED   934,500  0          935                 (164,311)
BAL,
12/31/97 47,033,790  121,217 48,246  14,350,994  (967,139) 13,432,101

STOCK
ISSUED   76,070      0       76                    
BAL,
3/31/98  47,109,860  121,217 48,322  14,319,834  (968,979) 13,399,161

STOCK
ISSUED   166,430     0       166                   
BAL,
6/30/98  47,276,290  121,217 48,488  14,326,744  (973,505) 13,401,727

STOCK
ISSUED   143,000     0       143                   
BAL,
9/30/98  47,419,290  121,217 48,631  14,053,359  (977,208) 13,399,147
<FN>
<F1>
The accompanying 1997 yearend notes are an integral part of these
financial statements.
<F2>
</TABLE>
REED & TAYLOR
CERTIFIED PUBLIC ACCOUNTANTS
PROFESSIONAL CORPORATION
561 E. JEFFERSON AVE.
DETROIT, MI 48226-4324

INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying consolidated balance sheets of World Wide
Motion Pictures Corporation and subsidiaries as of December 31, 1997 and
1996, and the related statements of income, stockholders' equity, and cash
flows for the years then ended.  These financial statements and
accompanying notes are the responsibility of the Company's management. 
Our responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, the consolidated financial statements referred to above
and accompanying notes present fairly, in all material respects, the
financial position of World Wide Motion Pictures Corporation and
subsidiaries as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.


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

Reed & Taylor, CPAs, P.C.
Detroit, Michigan
April 12, 1998 


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

(To be read in conjunction with Consolidated Financial Statements for
yearend December 1997)

NOTE 1 - DESCRIPTION AND HISTORY OF THE BUSINESS.  

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

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

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

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. 

These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries.  Because the commercial
potential of individual motion pictures and television programming varies
dramatically, and does not bear any relationship to their production,
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 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 of product into the
marketplace and overall domestic/international exploitation 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 impactual 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 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
twenty six thousand one hundred and eleven ($12,026,111) dollars of the
assets is represented by the Net Realizable Value (prior to depreciation)
of its completed film and television 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
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 exploitation.  In some cases, individual films or
television productions may be timeless and irreplaceable, in many cases
their book value is nil having been 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 library consists of newly produced and
historical film and videotaped product and rights thereto purchased as an
investment and/or to be exploitated by leasing and/or rental to a wide
variety of domestic and international outlets.  Many film and television
libraries such as the company's that were purchased for investment over a
span of many years, have appreciated considerably in value as a direct
result of new and emerging technologies, revived or newly created public
appeal for a certain performer or genre, unique applications of particular
production process (special digital effects) and standard and newly
developed non-theatrical ancillary markets throughout the world.  New
technological advances such as DVD (Digital Video Disk), HDTV (High
Definition Television), CD-ROM, DVD ROM, DVD Audio and Internet
applications have enhanced and are greatly expanding resale and leasing
capability of film or television product no longer in the legal or
physical possession of the original producer's or distributors.

The film and television inventory of the Company is regularly reviewed and
evaluated on an film-by-film basis by the Company's management.
Complicated accounting principles make it difficult to discern exactly 
the value of the Company's film and television library as carried on its
balance sheet; the value may be buried among films currently in release,
television productions currently in broadcast, future films and television
productions under development or production, and the ubiquitous "other". 
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 final industry consensus 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 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
substantially revalued its inventory of film and television product,
resulting in a net realizable value of four million and ninety one
thousand nine hundred and fifty ($4,091,950) dollars reduction in the
stated value on the December 31, 1997 balance sheet. Accordingly,
depreciation has been accelerated to amortized film and television
inventory over a 10-year period.  The Company expects to amortize less
than 60% of its unamortized film and television costs over the next three
years.  It has instituted a 10 year schedule which will result in the
amortization of 33-1/3% of the exploited inventory 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 library, ensuring a greater measure of objectivity.  The
net result of this appraisal did not materially affect the Company's
December 31, 1997 balance sheet.  

The Company is continually negotiating with various potential lessors of
portions of its 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
Company currently utilizes state-of-the-art exploitation  such as the
Internet to expose its library catalog to the public.  Full exploitation
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
exploitation by the Company.

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

The Company presents an unclassified balance sheet.  Cash includes cash on
deposit in checking and savings accounts and no cash equivalents.

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 stays up-to-date 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

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

NOTE 4 -TAXES

The Company presents its tax returns on an accrual basis.  Certain state
and local tax filings may differ from the federal returns to take
advantage of beneficial local tax law.  At December 31, 1997, the Company
and its subsidiaries have sustained a cumulative operating loss and may
offset this loss against future taxable income.  The Company does not
expect to utilize the accelerated depreciation option available under the
U.S. Tax Code.

NOTE 5-  LEGAL PROCEEDINGS

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 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 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.

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

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

NOTE 7 - SUMMARY OF SUBSIDIARIES.

The Company operates several wholly-owned subsidiaries.  Certain of these
subsidiary corporations are used to each produce individual motion
pictures or television productions.  Currently, three of the motion
picture production subsidiary corporations are active.  World Wide
Productions, Inc., for the purpose of producing the motion picture
tentatively entitled Along for the Ride; World Wide Entertainment, Inc.,
for the purpose of producing a specialty documentary television
production; and World Wide Films Inc., which has just recently completed
the production of the feature length film entitled Shattered Illusions
featuring Morgan Fairchild, Bruce Weitz, Richard Lynch and Dan Monahan. 
The Company operates two diversified subsidiaries; one which is related to
the Company's core industry, World Wide Film and Television Institute
Inc. 
The Institute's business is the development, production, marketing, and
implementation of educational symposiums, workshops, lectures and forums
in areas covering the entertainment industry, specifically film and
television financing, packaging, production, marketing/distribution, and
the politicial/networking process that accompanies the entertainment
business.  Revenue is created primarily from the sale of tickets to these
events.  Primary symposiums are 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 entered into a diversified industry of providing medical
home health care and providing temporary nursing staff to hospitals and
various other health care institutions through its subsidiary World Wide
Medical Services Ltd.

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

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

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

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

NOTE 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.  The Company has entered into agreements to
issue its common lettered stock for certain goods and services and
arrangements beneficial to the ongoing activities of the Company. 
Further, various employee contracts, non-exclusive associates agreements,
and service or purchase contracts contain provisions for stock issuance. 
The Company expects to continue to enter into such agreements subject to
all applicable securities law.  The potential contingent dilution from the
issuance of the above stock is nine million four hundred and ninety eight
thousand three hundred forty (9,498,340) shares.  As of December 31, 1997,
the Company had an unpaid contingent salary liability to its President and
Chief Executive Officer, Paul D. Hancock.  Mr. Hancock has waived this
accumulated back salary of three million eighty thousand ($3,080,000)
dollars.  However, the corporation expects to approve either the issue of
preferred and/or common stock or stock options as compensation therefore.
The accrued and previously expensed professional fees of two hundred and
sixty nine thousand one hundred ninety one ($269,191) dollars (including
legal, accounting and financial advisory services) have been waived by the
providers of those services, who are also stockholders, and accounted for
as contributed capital.

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

The note holder holding the note comprising the long-term debt has agreed
to waive payment until such time that the Company has sufficient working
capital to accomplish its objectives.  The Company was issued a standby
irrevocable Letter of Credit from the Huntington Bank, Cleveland, Ohio, in
the amount of fifty thousand ($50,000).  The terms of the Huntington Bank
Letter of Credit require that, if utilized, the Company would pledge as
collateral a portion of its film and television 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 library.  The
Huntington Bank terms also provided that the Company would 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. 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 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.  

NOTE 10    YEAR 2000 ISSUE

Until recently, computer programs were written to store only two digits of
date-related information in order to more efficiently handle and store
data.  Such programs are unable to properly distinguish between the year
1900 and the year 2000.  This situation is frequently referred to as the
Year 2000 Problem.  The Company believes that all of its significant
computer software is Year 2000 compliant and that it will not need to
modify or replace its software so that its computer systems will function
properly with respect to dates in the Year 2000 and beyond.

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.  In fiscal 1996 and 1997 the Company
continued its involvement in a variety of film and television projects
relative to development, acquisitions, packaging, production and
marketing/distribution activities. The Company also continued to pursue
potential diversified business opportunities that have cash flow
possibilities.  The generation of revenue in the motion picture and
television industry is highly competitive and may have a material impact
on the Company's financial statements.  Management believes that a film or
television production's economic success is dependent upon several
overlapping factors including general public appetite of a potential genre
or performer at the time of release, domestic and international marketing
philosophy, applicable usage of existing and new and emerging technology,
advertising strategy with resultant penetration and the overall quality of
the finished production. The Company's film and television productions may
compete for sales with numerous independent and foreign productions as
well as projects produced and distributed by a number of major domestic
and foreign companies, many of which are units of conglomerate
corporations with assets and resources substantially greater than the
Company's.  Management of the Company believes that in recent years there
has been an increase in competition in virtually all facets of the
Company's business.  Specifically, the motion picture industry competes
with television and other forms of leisure-time entertainment.  Since the
Company may for certain undetermined markets and products distribute its
product to all markets and media worldwide, it is not possible to
determine how its business as a whole will be affected by these
developments and accordingly, the resultant impact on the financial
statements.  The Company has currently obtained the investment capital to
produce and 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 241 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

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 1996 and 1997 the Company
continued its involvement in a variety of feature film and television
projects relative to development, acquisitions, packaging, production and
marketing/distribution activities.  The Company also continued to pursue
potential diversified business opportunities that have cash flow
possibilities.  In order to finance its operations, working capital needs
and capital expenditures, the Company utilized revenue from licensing
fees, loans, proceeds from the private sale of equity securities, deferred
compensation, profit participation, and equity in exchange for services
and product.  In accordance with the Securities and Exchange Commission
"Regulation D", and subject to Rule 144 restrictions, in the third quarter
ending September 30, 1997, the Company issued 60,000 shares of its common
stock and 0 shares of its preferred stock in 1997 for cash and 40,000
shares of its common stock and 0 shares of its preferred stock for product
and services. During the third quarter ending September 30, 1998, the
Company issued 40,000 shares of common stock and 0 shares of preferred
stock for cash and 103,000 shares of common stock and 0 shares of
preferred stock for product and services provided by or provided to the
Company. Further, in 1994, the Company entered into a loan agreement with
Huntington National Bank whereby the Company obtained a letter of credit
in the aggregate maximum amount of $50,000.  The letter of credit was for
a period of 12 months and the agreement expired in February, 1995.  The
Company did not find it necessary to borrow under that agreement.   This
credit arrangement remains available to the registrant under the same
above terms and conditions.  The Company uses its primary business loan
($50,000) line of credit provided by Wells Fargo Bank  for current cash
flow needs and occasionally its credit lines at other financial
institutions, and with its suppliers.

The Company's principal liquidity at September 30, 1997 included cash of
$70,798 and net accounts receivable of $486,758, and at September 30, 1998
cash of $20,445 and net accounts receivable of $27,207.  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 two television
projects.  Although the Company during 1996 and 1997 experienced revenue,
unless the Company has an influx of additional capital, the Company will
not be able to accomplish its planned objectives and revenue projections. 
Accordingly, the Company intends to resolve and provide for its liquidity
needs as well as provide for the needed capital resources to expand its
operations through a future proposed public offering of its common shares
to the public.  It is anticipated that such an offering will commence
within the next 24 months for an amount to be determined by the Company
and underwriter(s).   

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

RESULTS OF OPERATIONS

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

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

At such time that the above-referred to additional working capital is
secured, it is the Company's opinion that substantial revenue will be
generated by the existing film and television library and future
distribution of potential new product, ultimately realizing its projected
return on investment.  Arrangements for participation by the Company in
various feature film and television productions for the last 24-month
period include the option of certain literary material (screenplays and
teleplays) for possible feature film and television packaging and
production; post production and marketing/distribution procedures for the
documentary entitled "The Outlaw Trail Revisited...100 Years Later" which
the Company is distributor of record for; and marketing and distribution
for the feature length film entitled "Citizen Soldier" originally produced
by M&D Productions and purchased by the Company in 1995.  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 to the Company in perpetuity and marketing/distribution
co-production agreements for the specialty television productions entitled
TIPS FOR BETTER HEALTH and MARKET PLACES OF THE WORLD, both owned and
produced by Pacific Pictures and providing 5% gross revenue participation
to the Company in perpetuity.  

In 1996 and 1997, 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 thriller
motion picture entitled BLOOD PASSION offered by production company Risk
Productions (20%); the feature length thriller motion picture entitled
CHOICE offered by production company Best Pictures Inc. (50%); and the
feature length comedy motion picture entitled ALONG FOR THE RIDE offered
by production company Wittman Productions Inc. (50%).

In 1998 and 1999, the Company expects to commence the production of two
full length feature films and/or television productions produced for
either theatrical and/or video worldwide exploitation.  It is anticipated
that the productions will be entirely under the responsibility, control
and ownership of the Company.  

The suspense thriller feature length motion picture entitled SHATTERED
ILLUSIONS featuring Morgan Fairchild, Bruce Weitz, and Richard Lynch was
completed early in 1998 and the marketing and distribution process
commenced.  A second feature length motion picture production entitled
ALONG FOR THE RIDE is in development and has approximately 50% of the
necessary financing secured with negotiations for the remaining production
capital in process.  

The Company has constructed an Internet website and implemented its
operations on the worldwide web.  Internet operations will include, among
other things, the marketing of the company's library of film and
television product using this new and emerging technology.  The web page
currently links to the Securities and Exchange Commission Edgar system,
Etrade, and Ameritrade with planned links to Moody's Investor Service, Dun
& Bradstreet and other financial publications that include the company in
their current database.  The company will update its website on a
perpetual basis taking into account the latest technologies offered to the
Internet.  A scrolling text Java Applet is featured to inform browsers of
the Internet on film, television and diversified projects currently in
development, production, or distribution along with corporate subsidiary
activities.

One television project has been selected for production.  The project is
a 13-part series entitled "The Classics" focusing on a variety of well
known exotic production automobiles with Ford Shelby Cobra as the
highlight of the pilot show.  The series will feature one automobile per
show including Rolls Royce, Mercedes, Porsche, Ferrari, and Astin Martin,
along with their respective manufacturing companies, the complete history
of the car, its importance in auto racing, its historical place in the
history of automobiles, and its impact on public conscience.  

IMPACT OF THE YEAR 2000

The Year 2000 issue is the result of the 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 equipment and expects to finish this assessment by the end of March
1999.  At this time, the Company is uncertain whether the embedded systems
contained in its 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.  The project 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 March 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 numerous 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 costs 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.

Part II.  Other Information

Item 1.  Legal Proceedings

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

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

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

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

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

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

As of September 30, 1998, 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".  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.

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
                            INDEX TO EXHIBITS

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