U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-SB
(A), (1), (I)
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(B) OR (G) OF THE SECURITIES ACT OF 1934
WORLD WIDE MOTION PICTURES CORPORATION
(Name of Small Business Issuer in Its Charter)
MICHIGAN
(State or other jurisdiction
of incorporation or organization)
33-0081215
(I.R.S. Employer Identification No.)
2120 MAIN STREET, SUITE 180, HUNTINGTON BEACH, CALIFORNIA, 92648
(Address of principal executive offices including Zip Code)
(714) 960-7264
(Issuer's telephone number)
Securities to be registered under Section 12(b) of the Act:
Title of each class
to be so registered
Name of each exchange on which
each class is to be registered
Securities to be registered under Section 12(g) of the Act:
COMMON
(Title of Class)
(Title of Class)
TABLE OF CONTENTS
ITEM # ITEM CAPTION
1 Description of Business
2 Management's Discussion and Analysis or Plan of Operation
3 Description of Property
4 Security Ownership of Certain Beneficial Owners and Management
5 Directors, Executive Officers, Promoters and Control Persons
6 Executive Compensation
7 Certain Relationships and Related Transactions
8 Legal Proceedings
9 Market for Common Equity and Related Shareholder Matters
10 Recent Sales of Unregistered Securities
11 Description of Securities
12 Indemnification of Directors and Officers
13 Financial Statements
14 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
15 Financial Statements and Exhibits 49
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
INCEPTION THROUGH SEPTEMBER 1997
World Wide Motion Pictures (a sole proprietorship)(the "Predecessor")
was founded in July of 1977, with the guidance and consultation of
well-known producer and director Otto Preminger, under the name of
World Wide Motion Pictures and later incorporated under the laws of
the state of Michigan on December 9, 1980 under the name of World Wide
Motion Pictures Corporation (the "Predecessor") and has filed "annual
reports" with the state of Michigan securities bureau as required by
Michigan law. The Predecessor was formed for the purpose of
financing, developing, producing, purchasing and distributing filmed
and taped motion picture and television product for consumption by the
general public. In March of 1981 the Predecessor acquired G.L.
Productions, Inc. and all of its facilities, a Washington, D.C.
company (see Exhibit 2.1). In November of 1983, the Predecessor,
through a reorganization agreement, merged with the National Power
Corporation (the "Registrant")(formerly Juggernaut Energy
Corporation), a Utah public corporation (see Exhibit 2.2). National
Power Corporation's common stock was traded on the over-the-counter
market with registered broker-dealer firms making a market
nationally.
Contemporaneously with the merger, the name of the Registrant was
changed to WWMP Inc. and subsequently changed to World Wide Motion
Pictures Corporation. At the time of this filing, the Registrant has
shareholders in 32 states and 7 foreign countries including England,
Japan, Singapore, Australia, Germany, Israel, and Canada including the
names of 15 broker-dealer firms holding the Registrant's common
securities.
The Predecessor formerly was, and currently the Registrant is,
organized to finance, develop, produce, purchase and market/distribute
a wide variety of motion picture and television projects including
feature films, short subjects, docudramas, documentaries, industrial
films, and television productions using a formula of high technology,
moderate budget, cost control, and continual flow of product. (See
pages 8, 9 & 10.) THE REGISTRANT IS ENGAGED IN AND PURSUING
DIVERSIFIED BUSINESS ENTERPRISES WITH PROFIT POTENTIAL AS AUTHORIZED
BY ITS CHARTER AND BYLAWS SUCH AS NEW AND EMERGING MEDIA TECHNOLOGIES,
EDUCATIONAL SEMINARS AND HEALTH CARE SERVICES.
The Registrant has an active 17 member Board of Directors; Board
designated committees including Executive, Audit, Finance, and
Personnel; staff operating committees including Production and Product
Development, Standards, and Experimental projects; elected officers,
and an Advisory Board of Directors. Certain other individuals who
provide technical, theatrical, marketing, business, and production
services to the Registrant on a specific ongoing basis have entered
into contracts with the Registrant. (SEE EXHIBITS 10.14 - 10.22)
The following transactions represent certain events that have
transpired throughout the history of the Registrant's business that
resulted in major developments within the Registrant's current
corporate strategic plan AND THE SPECIFIC DEVELOPMENTS REGARDING THE
REGISTRANT'S BUSINESS IN THE LAST THREE YEARS.
(bullet) CORPORATE ACQUISITION BY THE PREDECESSOR
In March of 1981, the Predecessor acquired G.L. Productions Inc., a
Washington, D.C. company ("GLP") and all of its assets. GLP was a
production and distribution company producing and distributing short
subject, docudrama, documentary and industrial motion pictures.
Certain of GLP's productions were produced and distributed in
conjunction with the United States Government. The Predecessor
acquired GLP by the exchange of 12,469 then authorized and previously
unissued shares of the Predecessor which, upon merger with the
Registrant, became 2,012,814 shares of common stock of the
Registrant.
These shares were issued to GLP's president and sole owner, George T.
Lindsey, for 1000 shares of GLP unregistered common stock representing
100% of GLP's outstanding common stock. Mr. Lindsey is currently a
Vice President for the Registrant and is entitled to a contractual
sales commission of five (5%) percent of any revenue of the product
library of the Registrant that was owned by GLP prior to its
acquisition by the Predecessor from lease or sale by him personally to
third parties. (There have been no commissions earned by Mr. Lindsey
during the past three years.)(SEE EXHIBIT 2.1.)
(bullet) THE NATIONAL POWER CORPORATION AGREEMENT AND PLAN OF
REORGANIZATION
On February 7, 1980, Juggernaut Energy Corporation was incorporated
under the laws of the state of Utah. (See Exhibit 3.0 and 3.1). In
April of 1980, Juggernaut Energy Corporation had prepared an offering
circular for the issuance of an initial public offering of up to
500,000 shares of its common stock for the purpose of acquiring a
maximum of $100,000 or minimum of $50,000 in working capital. (See
Exhibit 3.2). The offering was underwritten by First Equities Corp.
of Salt Lake City, Utah, the effective date of which was April 18,
1980. The stock offering price was $.20 per share and the offering
was closed upon the acquisition of the minimum amount of expected
proceeds. Combined with the original incorporator's stock,
immediately following the close of the public offering, the
Registrant's outstanding shares of common stock totalled 1,350,000
(150,000 initially issued to Officers, Directors and Founder of the
corporation; 500,000 from offering; 150,000 at par value $0.01 as
partial consideration for the assignment of interest in oil
exploration; 550,000 for $5,500.00 cash). On October 17, 1981,
Juggernaut Energy Corporation amended its Articles of Incorporation
to effect a name change to National Power Corporation, increase the
authorized common stock to 50,000,000 shares, and decrease the par
value from $.01 to $.0025 per share. (See Exhibit 3.3)
On October 14, 1983, National Power Corporation executed a letter of
intent with the Predecessor, the material provisions of which provided
that the Predecessor would exchange 145,578 of its unregistered common
shares for 23,500,000 of the issued and outstanding capital stock of
National Power Corporation. On February 10, 1984, pursuant to a
special meeting of shareholders of the National Power Corporation, a
majority of the National Power Corporation's issued and outstanding
shares adopted resolutions relating to the consummation of an
Agreement and Plan of Reorganization as between the Predecessor,
namely World Wide Motion Pictures Corporation and the National Power
Corporation. (See Exhibit 3.12) In connection with the foregoing, the
Predecessor issued to the National Power Corporation 145,578 shares of
its unregistered common stock and in consideration therefore, the
Predecessor acquired, in a tax-free stock for stock transaction
(calculated to comply with Internal Revenue Codes), approximately 94%
of the issued and outstanding shares of the National Power
Corporation. Further, the merger process resulted in a change in the
Registrant's number of shares issued, outstanding and authorized and
a change in par value. Also, as a result of the foregoing
transaction, a change in control of the Registrant took place and a
new board of directors was elected. The National Power Corporation
also amended its Articles of Incorporation to effect a name change to
World Wide Motion Pictures Corporation, the Registrant. (See Exhibits
3.0 thru 3.16)
(bullet) SECURITIES OFFERINGS OF THE PREDECESSOR AND REGISTRANT
In June of 1982, the Predecessor's securities counsel, Dykema,
Gossett, Spencer, Goodnow & Trigg, under the direction of the
Predecessor's management, prepared an unregistered private placement
limited partnership offering circular for the production of one full
length feature motion picture. Net proceeds to the company would have
been $1,000,000 (50 units at $20,000 per unit). The offering was
prepared as a self-underwriting financing proposed by the Predecessor
to be formed in compliance with the Uniform Limited Partnership Act of
the State of Michigan. The offering was abandoned prior to any sales
of units as a result of a change in strategic planning by the
Predecessor's management. Essentially, management concluded that
expending all of its production resources in the preparation of one
motion picture was unduly speculative and that participation in a
broad range of film and television partnership packages would thereby
assure a greater degree of opportunity for success.
In March of 1986, the Registrant's securities counsel, Berry, Moorman,
King, Cook and Hudson, under the direction of the Registrant's
management, prepared a registered private placement limited
partnership offering circular for the production of four full length
feature motion pictures. Net proceeds to the Registrant would have
been $200,000 minimum or $4,960,000 maximum (40 units at $5,000 per
unit minimum/992 units at $5,000 per unit maximum). The offering was
to be underwritten by R.B. Marich Inc., a registered broker/dealer
firm in Denver, Colorado, and W.R. Lazard & Co., a registered
broker/dealer firm in New York, New York. The offering was withdrawn
as a result of impending changes that occurred in the United States
tax laws at that time. All proceeds that were committed to the
offering were returned.
The Registrant has not proposed a public offering of its common stock
since the initial public offering of the National Power Corporation in
1980.
(bullet) FILM LIBRARY ACQUISITIONS
THE REGISTRANT ACQUIRES VARIOUS COMPLETED MOTION PICTURES AND
TELEVISION PRODUCTIONS, SOME OF WHICH ARE TOTALLY OR PARTIALLY
PURCHASED IN EXCHANGE FOR COMMON STOCK, PREFERRED STOCK, AND A REVENUE
PARTICIPATION OF THE REGISTRANT. A SIGNIFICANT ACQUISITION OCCURRED
in November of 1991, AT WHICH TIME the Registrant entered into an
agreement with an un-related non-affiliated entity, Presidio
Productions, a California corporation ("Presidio")(see Exhibit 10.7),
whereby the Registrant acquired all right, title and interest in 136
motion picture and television productions ("Product") in exchange for
a total consideration aggregating 2,000,000 fully paid,
non-assessable, unregistered Rule 144 shares of common stock of the
Registrant and 25,000 fully paid, non-assessable, unregistered shares
of preferred stock of the Registrant. Further terms and conditions of
the Registrant/Presidio transaction were as follows: a.) The
Registrant agreed to cause all of the common shares being issued to
Presidio thereunder to be issued immediately following the "closing"
of the Registrant/Presidio transaction; and, b.) The Registrant issued
the remaining preferred shares upon the delivery of all physical
elements of the product including 35mm gauge negative film footage,
35mm gauge answer print film footage, 1-inch videotape masters, 3/4"
videotape submasters, and 1/2" videotape archival cassettes.
The value of the film library was determined by arms-length
negotiations between the buyer and the seller which included review
of production and replacement costs, previous marketing experience and
marketing potential. Accordingly, the Registrant has pursuant to
GAAP, reported the transaction in the financial statements at
$12,750,000 under unclassified assets. On December 14, 1992, the
Registrant/Presidio transaction was considered closed, with all
parties thereto having executed the agreement (see Exhibit 10.7) and
Product delivered to the Registrant. Under the terms of that same
agreement all Product had been delivered by Presidio to the Registrant
in good condition and represented to be free of any and all liens or
encumbrances along with a bill of sale regarding the same. A LIMITED
AMOUNT OF REVENUE HAS BEEN RECEIVED FROM THE LEASING OF FILMS AND
TELEVISION PRODUCTIONS IN THE LIBRARY. (SEE ITEM 15 FINANCIAL
STATEMENTS)
(bullet) FORMATION OF OPERATING SUBSIDIARIES OF THE REGISTRANT
In July, 1993, the Registrant formed two fully operational, wholly
owned subsidiaries, World Wide Film & Television Institute and WWMPC
Environmental Services Corporation. The Institute's primary business
is the development, production, marketing, and implementation of
educational symposiums, workshops, lectures, and forums, on a national
basis in areas covering the entertainment industry specifically film
and television, financing, packaging, production,
marketing/distribution, and the political/networking process that
accompanies these areas of expertise. Main events (primarily
symposiums and seminars with more than one hundred participants) are
scheduled on an annual basis and workshops, lectures and forums
intermittently throughout the year. The Registrant's first entry into
a completely diversified field was the formation of WWMPC
Environmental Services Corporation. This company's primary business
was the marketing and distribution of environmental services
(including detection and remediation of indoor air quality for
residential and commercial dwellings and products)(including indoor
air quality testing kits for residential and commercial dwellings);
the orchestration, production, marketing, and implementation of
information seminars and infomercials designed specifically for
contractors and other professionals in the energy business desirous of
augmenting their existing activity by entering the environmental
services field. Special staff with expertise in this area was
retained by the Registrant's management to ensure optimum productivity
and growth potential. The Registrant discontinued the operation of
this business in December 1994. SUBSIDIARY CORPORATIONS ARE
FORMED PERIODICALLY FOR THE PURPOSE OF DEVELOPING, PRODUCING, OR
DISTRIBUTING ONE OR MORE MOTION PICTURE OR TELEVISION PRODUCTIONS
OWNED AND/OR CONTROLLED BY THE REGISTRANT. THE SUBSIDIARY
CORPORATIONS, WHEN ACTIVE, INDIVIDUALLY OPERATE AS A SEPARATE BUSINESS
WITH SEPARATELY DEFINED BOARDS OF DIRECTORS, EXECUTIVE AND OPERATING
OFFICERS, INVESTORS, LIABILITIES, PRODUCTION OR CO-PRODUCTION TEAMS
AND REVENUE SHARING ARRANGEMENTS. CURRENTLY, THE REGISTRANT HAS TWO
ACTIVE "PRODUCTION" CORPORATION SUBSIDIARIES; WORLD WIDE FILMS INC.,
WHICH WAS RECENTLY USED FOR THE PRODUCTION OF THE FEATURE LENGTH
MOTION PICTURE TENTATIVELY ENTITLED SHATTERED ILLUSION FEATURING
MORGAN FAIRCHILD, BRUCE WEITZ, RICHARD LYNCH, AND DAN MONAHAN, AND
WORLD WIDE PRODUCTIONS INC. FOR THE PRODUCTION OF AN UPCOMING FEATURE
LENGTH MOTION PICTURE TENTATIVELY ENTITLED ALONG FOR THE RIDE. A
DIVERSIFIED SUBSIDIARY CORPORATION WAS FORMED IN DECEMBER 1996 TO
PROVIDE A VARIETY OF HOME HEALTH CARE AND TEMPORARY NURSING SERVICES
TO THE HEALTHCARE DELIVERY SYSTEM. THIS NEW SUBSIDIARY EXPECTS TO
BEGIN PRODUCING PROFITS DURING THE FIRST QUARTER OF 1998.
BUSINESS OF REGISTRANT
PRINCIPAL PRODUCTS AND SERVICES OF THE REGISTRANT
The principal business of the Registrant is the development,
financing, production, purchasing and marketing/distribution of
feature films/video productions and various other forms of filmed
and/or televised entertainment. In addition, the Registrant and its
(STRIKEOUT)affiliates(STRIKEOUT) ASSOCIATES produce/co-produce
documentaries, docudramas, industrial films, and specialty television
productions for consumption by the general public. Feature films and
short subject projects completed and/or marketed by the Registrant are
generally rented or sold to national and international theater chains,
independent television stations and television networks. Revenue can
be generated from a variety of sources. The two basic sources are:
(1) theatrical exhibition pursuant to agreements which generally
provide for payment by the exhibitors of a percentage of box office
receipts with or without a guarantee of a fixed minimum, and (2)
licensing to television networks and independent stations pursuant to
agreements which provide for a fixed number of telecasts over a fixed
period of time for a fixed license fee payable in periodic
installments. Substantial additional profits may accrue from
ancillary areas of the industry including retail home video cassette
sales and rentals, product merchandising, literary rights, and related
paraphernalia. Currently, 100% of the Revenue received by the
Registrant has been from the leasing of film and television
productions from its library.
The Registrant produces/co-produces and markets its product as
individual motion pictures and television productions which are
customarily organized and accounted for as separate businesses with
their own management, employees, equipment and budgets. Currently,
the Registrant is using wholly owned subsidiary corporations it has
formed for motion picture and television production. The
controlling production entity or co-production entity (in certain
cases, the Registrant) has primary overall responsibility for all
aspects of a project, from pre-production, principal photography and
post production through marketing and distribution. The individual
producer (s) for each film or television project is responsible
for general management and coordination of the film or video as well
as planning, principal casting, technical and creative
responsibilities to be performed in conjunction with the director of
the production. The production of a full length motion picture or
feature television project involves a number of related activities
which, in general, can take six months to a year to fully complete.
Producers, directors, performers, writers, and various technicians who
participate in the production of the Registrant's films and video
projects are generally retained on a project-by-project basis, and are
normally compensated by negotiated fixed fees and all standard
guidelines set down by unions in the motion picture and television
industry.
The Registrant's various production, development, marketing, and
finance committees continuously review and, in specific cases, package
feature film and television projects for financing, production, and
distribution. Management of the Registrant has, since the
Registrant's inception, encouraged screenplay and teleplay submission
and completed projects in all genre of filmed and video taped
entertainment in order to insure the best possible opportunity for
selection of quality and marketable product for the Registrant to be
involved.
The Registrant currently owns and maintains a completed screenplay and
teleplay literary library encompassing 57 WGA (Writer's Guild of
America) registered properties from which it occasionally selects the
most imaginative and promising ones for either development,
production, or marketing. Certain screenplays and teleplays currently
owned or optioned by the Registrant have been developed and packaged
for production.
Additionally, the Registrant currently owns and maintains a completed
film and video library encompassing 273 titles of feature length
motion pictures, documentaries, docudramas, and television projects.
For internal control, the Registrant's Board of Directors directed
management to retain an independent appraiser in order to verify the
value of its library as currently determined by staff and management
(see Item 15. Financial Statements and Exhibits, Notes to Consolidated
Financial Statements, Note 2). The Registrant also owns film
equipment, a sound effects library, a still slide library, novels and
options on treatments and holds a beneficial interest in certain
ongoing contracts. Options on literary treatments otherwise defined
as developing storylines and creative ideas are occasionally secured
by the Registrant and company's like the Registrant for the purpose of
developing the storyline or creative idea into a fully developed
screenplay or teleplay at some unknown time in the future. The
Registrant may or may not contribute expertise to a project such as
rewriting, packaging, financing, production and budgeting. The
Registrant's "beneficial interest" (percentage of future revenue, if
any) in certain ongoing contracts includes certain of the
above-referred to options or options on already fully prepared
screenplays
or teleplays which may or may not be produced into a film or
television production at some unknown time in the future. None of the
ongoing contracts "beneficial interest" entered into by the Registrant
is significantly material to the Registrant's current financial
condition and/or operations at the present time. The full development
of the contracts is dependent on the acquisition of additional capital
by the Registrant.
Distribution of product by the Registrant initially can be generally
handled through the Registrant's distribution/marketing network of
associated companies (see MARKETING OF THE REGISTRANT'S PRODUCTS AND
SERVICES), the Registrant's Producer's Representatives, television
syndicators and all other established customary channels used by
independent producers and production companies. The Registrant's
distribution/ marketing network of associated companies is comprised
of a wide variety of domestic and foreign film distributors and
television syndicators, all of which have extensive backgrounds of
experience and knowledge in specific areas of marketing and
distribution of film and television product including domestic film
distribution, foreign film distribution, domestic television
syndication, foreign television syndication, domestic home video
distribution, foreign home video distribution, and domestic and
international satellite broadcast. The Registrant's producer's
representative, in some cases, acts as a liaison between the
Registrant and the above referred distribution network relative to
specific contractual points of discussion for a particular transaction
the Registrant may be contemplating for one of its product. (See page
15 & 16.)
The principals of the Registrant have a proven record demonstrating
their training and experience in high quality, cost controlled,
moderately budgeted film/video productions and innovative marketing
and distribution skills. Certain of these backgrounds include
production and marketing experience at both large studios and small
independent companies. The combined number of motion pictures and
television productions the production and marketing personnel of the
Registrant have been instrumentally involved with encompass over 100
productions. The production and marketing team is expert in the use
of the latest technological filming and video taping techniques, state
of the art equipment, and administrative control, i.e., experienced
budget and production/distribution cost supervision and distribution
capabilities. Certain of the technological expertise and/or equipment
that is used by the Registrant's professional personnel include
platform releasing (e.g., THE RIVER RUNS THROUGH IT, Tri Star
Pictures, in excess of $30 million in gross revenue worldwide; PULP
FICTION, Miramax, in excess of $100 million in gross revenue
worldwide; THE POSTMAN (in current release), Miramax, in excess of $15
million in gross revenue worldwide), "regional break releasing", "test
market releasing"; Panavision, Kodak, Arroflex, and Nikkagami camera
equipment in 16, Super 16 and 35mm gauge format; Avid, Protools, and
Media 100 post production and editorial equipment for film and video;
Keylight lighting equipment; and DHX, DAK and Nagomi sound equipment.
(See pages 29 through 36.)
The principals of the Registrant have developed, produced, distributed
and consulted on a wide variety of feature films, documentaries,
docudramas, short subjects, television productions and industrial
motion pictures. They and/or their productions have earned a wide
variety of many national and international film/television production
awards including, as an example: Emmy awards (David Toma/CBS
Movie-of-the-Week, BABIES HAVING BABIES), Emmy nominations, Drummer
awards
(former executive vice president and current advisor Henry Barth/wide
variety of industrial and training films), gold/silver and bronze
medals from various international film festivals (George Lindsey/New
York and Chicago Film Festivals for docudramas and documentaries),
Academy awards and academy award nominations (Charles Newirth/feature
film FORREST GUMP) and Academy award nominations (Fred Baron/feature
film ROBOCOP)(John R. Woodward/feature film THE SHAWSHANK REDEMPTION)
(for additional information refer to ITEM 5. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS biographical information).
The Registrant and its principals have entered into various ongoing
agreements and arrangements relative to the consultancy, production,
financing and distribution of motion picture or television projects.
Many of the agreements and arrangements contain provisions which could
result in revenue to the Registrant (refer to Exhibits 10.1 through
10.11). Although a significant part of the Registrant's historical
operations has been devoted to developing and consummating these
agreements and arrangements with a wide variety of companies and
individuals within the entertainment industry, the potential revenue
resulting from such agreements and arrangements has not been shown as
receivables or assets on the financial statements. Potential revenue
from the above referred-to ongoing agreements and arrangements can be
acquired by the Registrant utilizing general and more specific markets
and technologies, which in the opinion of the Registrant's management,
will also increase in scope and size. As indicated by a wide variety
of industry publications including Variety and The Hollywood Reporter,
current trends indicate that these future markets and expanding
technologies, such as the increase in the deregulation of the European
television industry and 100+ channel global satellite television
programming, will extend for a lengthy period of time. In the opinion
of the Registrant, these future markets and expanding technologies
will continue to promote further new ways to exploit film and
television entertainment product; i.e., with mass appeal increasing as
specific technological industries such as high definition television,
CD-Rom, and expanded internet communications. Full and complete
exploitation of these agreements and arrangements by the Registrant
will require the acquisition of additional working capital, which the
Registrant is anticipating to achieve through financial offerings
and/or other traditionally used methods of capital acquisitions by
small and midsize companies. (See Exhibits 10.1 through 10.11, 10.23)
Since its creation in July of 1977, the Registrant's management
continuously researches data, updates pertinent technical information,
and has subsequently implemented procedures regarding the production
of and consultancy for moderately budgeted feature film (production
budgets of approximately $250,000 to $5,000,000) and television
projects produced on a continual flow of product basis. (Management of
the Registrant define "continual flow of product" as the production of
motion picture and television product produced on an overlapping
production basis; ie., 3 weeks into 4 weeks of post production for
production "A", principal photography on Production "B" begins; and 3
weeks into 4 weeks of principal photography on Production "B",
pre-production on Production "C" begins.) It is the Registrant's
opinion
that following this production process will help to ensure a
"continual flow of product" for the marketing and distribution of
product by the Registrant and subsequently help to ensure and increase
a continuous revenue stream. The above formula is the basis for the
Registrant's profit making strategy. It is the opinion of management
that such strategy has a high percentage of opportunity for success.
The full realization of profits from the Registrant's strategic
preparations is dependent on the acquisition of additional capital.
The following transactions represent the most significant potentially
revenue-producing arrangements relative to motion picture and
television production, co-production, marketing, consulting and
acquisitions the Registrant has entered into to date.
(bullet) DOCUMENTARY/DOCUDRAMA/SCREENPLAY ACQUISITION AND MARKETING
On March 18, 1981, the Registrant acquired G.L. Productions, Inc.
("GLP") of Washington, D.C. and all of its facilities and productions
including twenty-eight 30 and 60-minute documentaries and docudramas
and 42 completed/registered screen and teleplays ("product")(see
Exhibit 2.1). Certain titles include RHOUTES TO GYANA featuring
Leonard Nimoy, YOU'VE COME A LONG WAY MAYBE feature Barbara Walters;
and THE LOST ANCIENT CITIES OF TOPAN AND TIKAL featuring Brock
Peters.
The Registrant and GLP have entered into various television
syndication and public broadcast agreements since the acquisition of
the product relative to the marketing and exploitation of the
product.
According to the terms of the acquisition, the Registrant retains 100%
of any potential producer's gross revenue percentage accruing to the
Registrant from any and all marketing and exploitation of the product
worldwide in perpetuity.
(bullet) SCREENPLAY/TELEPLAY ACQUISITION
On November 28, 1983, the Registrant entered into an acquisition
agreement (Agreement) with Paul Alex Productions of Huntington Beach,
CA for the purpose of acquiring all right, title and interest in 12
completed screenplays and teleplays ("product")(see Exhibit 10.1).
The product was registered with the Writer's Guild of America West and
consisted of various genre of story content. According to the terms
of the acquisition, the Registrant retains 80% of any potential
producer's gross revenue percentage accruing to the Registrant from
any and all marketing and exploitation of the produced product
worldwide in perpetuity.
(bullet) FEATURE FILM CO-PRODUCTION
On March 26, 1987, the Registrant entered into a co-production
agreement (Agreement) with G.O.D. Entertainment/The Pitch Limited of
Los Angeles, CA for the purpose of co-producing the feature length
motion picture entitled HOLLYWOOD HEARTBREAK aka PITCH ("product")(see
Exhibit 10.2). The product, which stars Mark Moses, Carol Mayo
Jenkins and James LeGro, completed production in June of 1987, and was
distributed by subdistributor, Raystar Distribution Company, to video
outlets throughout the United States and Europe. According to the
terms of the Agreement the Registrant retains 5% of any of the
potential producer's net revenue percentage accruing to the Registrant
from any and all marketing and exploitation of the product worldwide
in perpetuity.
(bullet) TELEVISION ACQUISITION
On May 19, 1987, the Registrant entered into an acquisition agreement
(Agreement) with United Development Industries/Topper Ltd. of Los
Angeles, CA for the purpose of acquiring all right, title and interest
in the television production entitled VEGAS DAZE ("product")(see
Exhibit 10.3). The product, which stars Larry Storch, Forrest Tucker,
Ruth Buzzi and Gary Owens was distributed by sub-distributor Palm
Springs Distribution Company to video outlets in regional southwest
territories. According to the terms of the Agreement the Registrant
retains 50% of any of the potential producer's net revenue percentage
accruing to the Registrant from any and all marketing and exploitation
of the product worldwide in perpetuity.
(bullet) TELEVISION CO-PRODUCTION
On April 11, 1990, the Registrant entered into a co-production
agreement ("Agreement") with Pacific Film Group of Los Angeles, CA for
the purpose of co-producing and distributing three 30-minute
television productions entitled HOLLYWOOD HOTTEST STUNTS, THE REAL
GODFATHERS, and THRILLS, CHILLS AND SPILLS ("product")(see Exhibit
10.4). The three independently hosted productions were distributed
by distributor, Myntex Corporation and Handleman Company, in a "video
sell-through" arrangement throughout the United States and Canada.
According to the terms of the Agreement the Registrant retains 3% of
any potential producer's gross revenue percentage accruing to the
Registrant from any and all marketing and exploitation of the product
worldwide in perpetuity.
(bullet) FEATURE FILM ACQUISITION
On September 6, 1990, the Registrant through an acquisition agreement
("Agreement") with Tagerick Films of Los Angeles, CA acquired all
right, title and interest in the feature length motion picture
entitled TERROR ON SHADOW MOUNTAIN ("product")(see Exhibit 10.5)
starring Richard Groat and Bill Smith. At the time of this filing the
product was in post production and has not been distributed in any
markets or territories. According to the terms of the Agreement the
Registrant retains 50% of any potential producer's gross revenue
percentage accruing to the Registrant from any and all marketing and
exploitation of the product worldwide in perpetuity.
(bullet) FEATURE FILM CO-PRODUCTION
On October 21, 1991, the Registrant entered into a co-production
agreement ("Agreement") with J.O.E. Productions and Webb Films
International of Los Angeles, CA for the purpose of co-producing the
feature length motion picture entitled BREAKING UP WITH PAUL aka
MOVIES, MONEY AND MURDER ("product")(see Exhibit 10.6). The product
which stars Martin Mull, Karen Black, and Laine Kazan completed
production in December of 1990, and was distributed by Hills
Entertainment Inc. to video retail outlets throughout the world.
According to the terms of the Agreement the Registrant retains 2% of
any potential producer's gross revenue percentage accruing to the
Registrant from any and all marketing and exploitation of the product
worldwide in perpetuity.
(bullet) FEATURE FILM LIBRARY ACQUISITION AND DISTRIBUTION
On November 29, 1991, the Registrant acquired 136 feature film and
television productions ("product")(see Exhibit 10.7) from Presidio
Productions Inc. ("Presidio") for marketing and exploitation purposes
in all markets and all territories worldwide. At the time of this
filing the product was in various stages of marketing and
distribution. According to the terms of the agreement the Registrant
retains 50% of any potential producer's gross revenue percentage
accruing to the Registrant from any and all marketing and exploitation
of the product worldwide in perpetuity.
(bullet) TELEVISION CO-PRODUCTION
On June 22, 1992, the Registrant entered into a co-production
agreement ("Agreement") with Webb Films International of Los Angeles,
CA for the co-production of a 60-minute television production special
entitled VIDEO MONDO aka THE RAVE ("product")(see Exhibit 10.8). At
the time of this filing the product was in post production being
readied for distribution in the spring of 1996. According to the
terms of the Agreement the Registrant retains 2% of any potential
producer's gross revenue percentage accruing to the Registrant from
any and all marketing and exploitation of the product worldwide in
perpetuity.
(bullet) FEATURE FILM CO-PRODUCTION/CONSULTANCY
On July 9, 1992, the Registrant entered into a
co-production/consultancy agreement ("Agreement") with Pacific Film
Group
of Los Angeles, CA for the purpose of co-producing and rendering
financial and industry related advice for the packaging and production
of the feature length motion picture entitled SWEET JUSTICE
("product")(see Exhibit 10.9). The product, which stars Mark Singer,
Fynn Carter and Mickey Rooney, completed production in August of 1992
and was distributed by Blockbuster Video to video retail outlets
throughout the United States and Europe. According to the terms of
the Agreement the Registrant retains 2% of the potential producer's
gross revenue percentage accruing to the Registrant from any and all
marketing and exploitation of the product worldwide in perpetuity.
(bullet) DOCUDRAMA CO-PRODUCTION
On May 8, 1993, the Registrant entered into a co-production and
distribution agreement ("Agreement") with independent film producer,
Lance Matthews of New York, NY, for the co-production and distribution
of a 60-minute docudrama motion picture entitled BLUNTS & STUNTS aka
TRULY COMMITTED ("product")(see Exhibit 10.10). The narrated product
completed production in July of 1993. At the time of this filing the
product has not been distributed in any markets or territories.
According to the terms of the Agreement the Registrant retains 40% of
any potential producer's gross revenue percentage accruing to the
Registrant from any and all marketing and exploitation of the product
worldwide in perpetuity.
(bullet) TELEVISION SYNDICATION AGREEMENT
On August 23, 1994, the Registrant entered into a license agreement
("Agreement") with Media One Broadcasting Company of San Francisco,
CA for the television syndication of certain film and television
product owned or controlled by the Registrant which a portion of such
is part of the Registrant's acquired film and television library,
including 14 feature length motion pictures and 3 television
productions (see Exhibit 10.11). The syndication territories include
Northern California, Arizona and Washington State. According to the
terms of the Agreement the Registrant retains 50% of any potential net
revenue percentage accruing to the Registrant from any and all
marketing and exploitation of the product worldwide in perpetuity.
(bullet) FEATURE FILM CO-PRODUCTION
On October 14, 1994, the Registrant entered into a co-production
agreement ("Agreement") with Pacific Pictures of Los Angeles, CA for
the purpose of co-producing the feature length motion picture entitled
NATURALLY BAD ("product")(see Exhibit 10.12). The product which stars
Robert Z'dar and Shannon Teare completed production in November of
1994, and was distributed by Northwest Video Distribution Company to
video retail outlets throughout the United States and Europe.
According to the terms of the Agreement the Registrant retains 2% of
any potential producer's gross revenue percentage accruing to the
Registrant from any and all marketing and exploitation of the product
worldwide in perpetuity.
CURRENT AND ANTICIPATED DEVELOPMENTS IN THE REGISTRANT'S BUSINESS
BUSINESS ENTERPRISES UNDER CONTEMPLATION BY THE REGISTRANT
(bullet) FEATURE FILM ACQUISITION
The Registrant has entered into an acquisition agreement ("Agreement")
with M&D Productions of San Jose, CA, for the acquisition of all
right, title and interest for the feature length motion picture
entitled CITIZEN SOLDIER ("product") starring Dean Stockwell and Billy
Gray. Delivery of all final elements was completed on November 27,
1995. According to the terms of the Agreement the Registrant retains
60% of any potential net revenue percentage accruing to the Registrant
from any and all marketing and exploitation of the product worldwide
in perpetuity.
(bullet) FEATURE FILM CO-PRODUCTION
The Registrant has entered into a preliminary agreement with Jimmy
Williams Productions Inc. of Los Angeles, CA in anticipation of
constructing a formal co-production and marketing/distribution
agreement for the production and distribution of a full length motion
picture entitled MANASOUR ("product"). The product is currently in
principal photography and is expected to be ready for marketing and
distribution in the winter of 1996. According to the terms of the
proposed agreement the Registrant would retain 2% of any potential
producer's gross revenue percentage accruing to the Registrant from
any and all marketing and exploitation of the product worldwide in
perpetuity.
(bullet) TELEVISION CO-PRODUCTION
The Registrant has entered into a preliminary agreement with Ironweed
Productions of Detroit, MI for the development, co-production and
distribution of a television pilot production entitled THE DAILY GRIND
("product") in anticipation of a episodic television production series
to be produced in conjunction with one or more major broadcast
television outlets in the television industry. According to the terms
of the proposed agreement the Registrant would retain 50% of any
potential producer's gross revenue percentage accruing to the
Registrant from any and all marketing and exploitation of the product
worldwide in perpetuity.
(bullet) SPECIALTY VIDEO DISTRIBUTION ARRANGEMENT
On July 23, 1996, the Registrant executed an arrangement to market and
distribute worldwide the 60-minute specialty instructional video
entitled THE INTERNET TOUR GUIDE ("product"). The product is in the
beginning stages of marketing and distribution and has not yet
realized any revenue from such initial efforts. According to the
terms of the arrangement the Registrant retains 40% of any potential
producer's gross revenue percentage accruing to the Registrant from
any and all marketing and exploitation of the product worldwide in
perpetuity.
(STRIKEOUT) (bullet) FEATURE FILM LIBRARY ACQUISITION
The Registrant has entered into an acquisition agreement ("Agreement")
with Korrinne Films of Quebec, Canada for the acquisition of all
right, title and interest in the feature length motion pictures ONE
BAD DEAL, HEAT WAVES, UNE ROSE POUR DANIELLE, DANGEROUS DREAMS, FEMME
FATALE, RAINY DAYS and A MATTER OF HONOR ("product"). At the time of
this filing the Agreement was executed between the parties and the
Registrant anticipates the closing to occur upon delivery of all final
elements of the product by December 31, 1996. According to the terms
of the Agreement the Registrant retains 100% of any potential net
revenue percentage accruing to the Registrant from any and all
marketing and exploitation of the product worldwide in
perpetuity.(/STRIKEOUT)
(STRIKEOUT) (bullet) FEATURE FILM CO-PRODUCTION
The Registrant has entered into a preliminary agreement with Bicoastal
Pictures of Los Angeles in anticipation of constructing a
distribution/consulting agreement ("Agreement") for the marketing and
distribution of a full length motion picture entitled THE ROAD TO FLIN
FLON ("product"). The product, which is currently in post production,
will be ready for marketing/distribution in the winter of 1996.
According to the terms of the proposed Agreement the Registrant would
retain 5% of any potential producer's gross revenue percentage
accruing to the Registrant from any and all marketing and exploitation
of the product worldwide in perpetuity.(/STRIKEOUT)
(bullet) TELEVISION CO-PRODUCTION II
The Registrant has entered into an agreement ("Agreement") with
Pacific Pictures of Los Angeles, CA for the development, co-production
and distribution of a television series of 5 special interest
30-minute productions ("product"). The series will be distributed to
independent, low power (LP) and cable outlets throughout the United
States. According to the terms of the Agreement the Registrant
retains 5% of any potential producer's gross revenue percentage
accruing to the Registrant from any and all marketing and exploitation
of the product worldwide in perpetuity.
* (bullet) CORPORATE ACQUISITION NEGOTIATIONS
(STRIKOUT)In December 1995, the Registrant purchased World Wide
Medical Services Inc. The business of the company is to provide
relief staffing of healthcare professionals such as Registered Nurses,
Licensed Vocational Nurses and Nurse Practitioners for healthcare
institutions including hospitals, clinics, nursing care facilities,
hospices, retirement and convalescent homes and temporary personnel
for private patients. (See Management's Discussion & Analysis, Page
21.)(/STRIKEOUT)
* For the past three years, the Registrant has been in the process of
reviewing and analyzing various potential corporate acquisitions and
merger possibilities, certain of which are highly diversified
such as (STRIKEOUT)in the case of the(/STRIKEOUT) medical
services (STRIKEOUT)company referred to above(/STRIKEOUT). Management
of the Registrant has had indepth internal discussions concerning the
risks, requirements, potential and overall viability of associating
with a highly diversified business. In the opinion of the
Registrant's management, so long as the diversified business maintains
serious potential revenue producing capability, management expertise
for sustaining such ongoing revenue potential, clarity of mission
statement and objectives, and cash flow potential which could be used
in the development of the Registrant's core business, management of
the Registrant will encourage such mergers and acquisitions,
investigations and possibilities for the express purpose of
increasing, overall, shareholder value of the Registrant.
(STRIKEOUT)Further, in the specific case of the medical services
company, management of the Registrant has been familiar with
management of the medical services company for more than ten years and
subsequently knowledgeable of and confident in their ability to
function and grow using appropriate business acumen in the
process.(/STRIKEOUT) In addition to the quantitative aspects of the
Registrant's diversification decisions, the articles, bylaws and
corporate charter of the Registrant provide for flexibility in the
Registrant's ability to explore and enter into diversified fields of
enterprise.
MARKETING OF THE REGISTRANT'S PRODUCTS AND SERVICES
The combined experiences of the Registrant's management and companies
in its distribution network creates a strong marketing position for
the Registrant. Marketing outlets and techniques which have been
successfully utilized for the Registrant's products or services in the
past and/or which will be utilized in the future either domestically
or in foreign territories include: THEATRICAL EXHIBITION, HOME VIDEO
SALES, HOME VIDEO RENTAL, BROADCAST (NETWORK) TELEVISION, SYNDICATED
TELEVISION, CABLE TELEVISION, LOW POWER (LP) REGIONAL TELEVISION,
PUBLIC BROADCAST (PBS) TELEVISION, AND ANCILLARY PRODUCT MERCHANDISING
(ancillary product merchandising includes revenues created from
non-theatrical or non-broadcast exploitation such as merchandising of
t-shirts, toys, books and music). All or some of these outlets are
customarily incorporated into a marketing strategy on either a
regional, national, or international exposure basis with quality,
genre public appeal, and rating, all being factors. The Registrant's
network of (strikeout) affiliated (/strikeout) marketing and
distribution companies includes independent and major industry leaders
such as UNITED ARTISTS INC. (relationship between the Registrant and
the company includes foreign and domestic theatrical exhibition of
feature film product), MIRAMAX FILMS INC. (relationship between the
Registrant and the company includes domestic theatrical exhibition of
feature film product), MGM/UA INC. (relationship between the
Registrant and the company includes foreign and domestic theatrical
exhibition of feature film product), CINETRUST Entertainment Co.
(relationship between the Registrant and the company includes foreign
and domestic broadcast, television and home video exhibition of
feature film and television product), TWENTIETH CENTURY FOX FILM
CORPORATION (relationship between the Registrant and the company
includes foreign and domestic theatrical exhibition of feature film
product), SHAPIRO GLICKENHAUS ENTERTAINMENT (relationship between the
Registrant and the company includes foreign and domestic broadcast,
television and home video exhibition of feature film and television
product), PARAGON CABLE TELEVISION (relationship between the
Registrant and the company includes regional cable broadcast of
television product), CENTURY CABLE TELEVISION (relationship between
the Registrant and the company includes regional cable broadcast of
television product), MNTEX CORPORATION (relationship between the
Registrant and the company includes sell-thru specialty video product)
and the HANDLEMAN COMPANY (relationship between the Registrant and the
company includes sell-thru specialty video product). Primary expected
revenue sources include but are not limited to:
THEATRICAL EXPLOITATION - An average of approximately 60% of
theatrical revenue within the industry as a whole is derived from the
North American market with respect to English language films. The
balance comes from overseas outlets with the most significant being
Japan, France, Germany, Italy, the United Kingdom and Australia. The
importance of the overseas market is once again on the incline due to
the decrease in the value of the dollar. Foreign markets will be
responsible for 60% of the total box office revenue in the near
future.
The Registrant has acquired immaterial revenue at this time from
theatrical exhibition for the feature film product known as MOVIES,
MONEY AND MURDER aka BREAKING UP WITH PAUL. (Further exploitation of
this product by the Registrant will require additional working
capital.)
According to Richard Fay of AMC Theater circuit, the second largest
exhibitor of feature length motion picture product in the world, there
is currently a building boom occurring among exhibitors with the
number of screens in the United States beginning to increase in the
1980's by 7.4% to more than 20,300. It is the Registrant's opinion
that, due to a widely known increase in public consumption in, and
desire for more feature filmed entertainment domestically along with
the increased desire by foreign markets for United States produced
feature film entertainment, this trend of expansion for the number of
screens in both the United States and foreign territories will
continue throughout this decade and well into the next century. The
exhibitors or movie theater owners generally retain an average of 50%
of the box office receipts as their fee and remit the other 50%
frequently referred to as "domestic theatrical film rentals" to the
film's distributor. Home video advances for feature films range from
$100,000 to more than $5,000,000 plus escalators based upon such
variables as box office performance, print and advertising
expenditures and the number of screens secured during theatrical
release.
CABLE TV, PAY TV, DBS, AND MATV EXPLOITATION - Pay television has
shown tremendous growth over the past decade. The market leaders,
past and present, have been Home Box Office (HBO), Cinemax, and
Showtime/The Movie Channel. These pay television services have
recently exhibited over 300 films per year. Of the approximately $20
(basic) per month that a pay television subscriber pays to a cable
company, about $10 is returned to the pay television service and in
turn, $3 to $6 is returned to the distributor. Distributors, on
exclusive multi-picture deals, have been able to command prices of $3
to $8 million per film. On a non-exclusive basis, prices range from
$1 to $2 million per film where the film has achieved average
success.
Certain of the Registrant's film library are shown periodically on
cable television (see Page 17 in Management Discussion and Analysis).
A relatively new area of exhibition is pay-per-view. At present,
there are approximately 12 million homes equipped to receive the
service and that number is expected to increase to 30 million by the
end of the decade. Prices generally charged for pay-per-view are $10
per show to the consumer, of which about 60% is being returned to the
distributor. The expanding growth in this area will continue to be a
major new revenue source for film distribution.
MATV (Master Antenna Television) systems available in North America
produce an additional though relatively small revenue source for films
and DBS (Direct Broadcast Satellite) is beginning to make serious
inroads, primarily in Europe in those countries where residential
cable service is not readily available.
The Registrant has acquired immaterial revenue at this time from cable
television, pay television, DBS and MATV for the feature film projects
entitled HOLLYWOOD HEARTBREAK, SWEET JUSTICE, COUGAR JUNCTION, and
television production specials entitled KJ COUNTRY, specialty videos
entitled THRILLS, CHILLS & SPILLS; THE REAL GODFATHERS; HOLLYWOOD'S
HOTTEST STUNTS, and fifteen public domain classic feature film
productions. (Further exploitation of this product by the Registrant
will require additional working capital.)
NETWORK TELEVISION EXPLOITATION - The broadcast television industry
in North America is dominated by three networks, ABC, CBS and NBC.
With the recent development of Fox Broadcasting in addition, the
network's generally license 75 to 150 theatrical films annually and
commission approximately 125 made-for-television movies (MOWs) from
independent producers such as the Registrant. In addition, they
broadcast over 100 hours of miniseries. American and foreign
television networks are still very significant buyers of feature
films. In the United States they have become less aggressive than the
pay television companies in their pricing policies. The price range
for multiple broadcast of a film is between $1 million and $5
million.
Exceptional films may command substantially higher prices.
The Registrant has acquired immaterial revenue at this time from
network television exploitation for the feature film product known as
Sweet Justice. (Further exploitation of this product by the
Registrant will require additional working capital.)
SYNDICATED TELEVISION EXPLOITATION - Revenue from rights granted to
individual independent television stations (of which there are over
250 in North America), has increased in recent years as the number
(over 300 in U.S./Canada) and financial strength of local stations has
increased. These stations usually described as the "syndication
market" and often loosely associated for product buying purposes now
rival the traditional standard (broadcast) television networks in
competing for viewers. As the core of their programming, these
stations use syndicated (after network) television series and feature
length films.
The Registrant has acquired immaterial revenue at this time from
syndicated television exploitation for the television production
special known as KJ COUNTRY. (Further exploitation of this product
by the Registrant will require additional working capital.)
OTHER REVENUE - i.) Non-theatrical revenue results from a film project
being made available to airlines, schools, public libraries, community
groups, ships at sea, prisons, and bases for the military forces.
ii.) Ancillary markets such as the rights to use the images of
characters in a picture for merchandising purposes in connection with
video games, toys, t-shirts, posters, and like paraphernalia.
iii.) Revenue may also be realized from the novelization of the
screenplay and other related publications, music used in pictures sold
as soundtracks, records, CDs, cassettes, and mechanical performance
and sheet music publication.
The Registrant has acquired no revenues at this time from these
particular sources of non-theatrical, television, or ancillary
markets.
The Registrant has participated in a variety of the preceding type
marketing and distribution arrangements over the past fifteen years.
The Registrant's major effort has been focused on syndication of
television product and regional broadcast of television product in the
state of California. As previously referenced, in order to further
expedite and create revenue from marketing and distribution efforts of
the Registrant and its distributor network, the Registrant requires
significant additional working capital to more fully and properly
exploit any appropriate markets and media while creating additional
viable desire by the general public to acquire or consume this
product. The Registrant's future plans include financial offerings
and/or other customarily used methods of capital acquisition by small
and midsize companies, including debt or equity financing or a
combination of both, to acquire certain of this additionally needed
working capital.
THE REGISTRANT'S COMPETITION IN THE MOTION PICTURE AND TELEVISION
INDUSTRY
The motion picture and television industry is highly competitive.
Management of the Registrant believes that a picture's theatrical
success is dependent upon general public acceptance, marketing
technology, advertising and the quality of the production. The
Registrant's motion picture and television productions compete with
numerous independent and foreign productions as well as productions
produced and distributed by a number of major domestic companies, many
of which are units of conglomerate corporations with assets and
resources substantially greater than the Registrant's. Management of
the Registrant believes that in recent years there has been an
increase in competition in virtually all facets of the Registrant's
business. The motion picture industry itself competes with television
and other forms of leisure-time entertainment. The growth of pay
television and the use of home video products may have an effect upon
theater attendance and non-theatrical motion picture distribution.
Since the Registrant may distribute product to all of these markets,
it is not possible to determine how its business as a whole will be
affected by these developments and accordingly, the resultant impact
on the financial statements.
Obtaining motion pictures for distribution and the distribution of
motion pictures are highly competitive endeavors. In the distribution
of motion pictures, there is very active competition to obtain
bookings of pictures in theaters and on television networks and
stations throughout the world. A number of major motion picture
companies have acquired motion picture theaters. Such acquisitions
may have an adverse effect on the Registrant's distribution operation,
endeavors, and its ability to book certain theaters, which, due to
their prestige, size and quality of facilities, are deemed to be
especially desirable for motion picture bookings.
In producing and distributing television programs, competition is
intense because the number of available broadcast hours is limited,
other forms of programming compete to fill such time and there are
numerous suppliers of such programming, including the networks, other
motion picture companies and independent producers. Management
believes that the decision by the networks, individual television
stations and cable systems to license a motion picture is based
primarily on the quality of the picture, its appropriateness for a
general television audience, its box office and critical success and,
if the picture has previously been shown on television, audience
response as measured by ratings.
The Registrant's ability to compete in certain foreign territories
with either film or television product is affected by local
restrictions and quotas. In certain countries, local governments
require that a minimum percentage of locally produced productions be
broadcast, thereby further reducing available time for exhibition of
the product.
DEPENDENCE ON A FEW MAJOR CUSTOMERS
The Registrant and its affiliated companies, due to the
diversification of interests as discussed supra, are not dependent on
a few major production successes or customers. Although the
Registrant has and will continue to utilize the services of a number
of well-known performers and technicians, the Registrant's
diversification is such that the loss of any one such professional
would not be a material matter that would seriously adversely affect
the Registrant's business operations.
THE REGISTRANT'S FUTURE CAPITAL REQUIREMENTS
The Registrant has currently been negotiating with various
broker-dealer investment banking firms to underwrite public offerings
of the
Registrant's securities in the total amount of $7,000,000. Terms of
the proposed public offerings have not been finalized but it is
anticipated by management that the Registrant will utilize the net
proceeds from such offering in the following general manner.
$ 700,000 administrative expenses
300,000 development expenses
3,000,000 production expenses
1,250,000 acquisition expenses
1,750,000 marketing expenses
$7,000,000 Total
The Registrant intends to further resolve and provide for its
liquidity needs as well as provide for the needed capital resources
to expand its operations through private placements on a project-by-
project basis in limited partnership form. To meet the Registrant's
interim liquidity and capital resources needs while the Registrant's
proposed future public offering and private placement offerings are
being prepared and examined, the Registrant, in addition to short term
borrowings, is presently contemplating further sales of its
unregistered common equity to accredited investors under one or more
exemptions that provide for the same.
EMPLOYEES
The Registrant presently has under contract eight officially elected
officers of the Registrant, one fulltime and two part-time
assistants.
Certain of the contracts have provisions that are contingent upon the
acquisition of substantial working capital by the Registrant.
Accordingly, certain of the officers do not devote their full time to
the business of the Registrant. FULL AND PARTTIME EMPLOYEES INVOLVED
IN MOTION PICTURE AND/OR TELEVISION DEVELOPMENT PRODUCTION OR
DISTRIBUTION OPERATIONS NUMBER BETWEEN APPROXIMATELY 5-60 DEPENDING ON
THE NUMBER OF PROJECTS IN PROCESS, THE COMPLEXITY OF A PARTICULAR
PROJECT, AND PRODUCTION AND/OR MARKETING TIMETABLES. EMPLOYEES
INVOLVED IN THE HEALTHCARE SUBSIDIARY CURRENTLY NUMBER APPROXIMATELY
25 YEAR ROUND. THE EDUCATIONAL SEMINAR SUBSIDIARY ONLY USES PERSONNEL
WHEN PRESENTING A SEMINAR OR SIMILAR EVENT AT WHICH TIME APPROXIMATELY
3 TO 5 EMPLOYEES ARE REQUIRED.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
The revenue competition relative to existing or pending exploitation
agreements of the Registrant's motion picture and television product
library and current and future production and distribution projects
is volatile due to the many technological and innovative changes in
the industry and also the change in the international economy. The
generation of revenue in the motion picture and television industry
is highly competitive and may have a material impact on the
Registrant's financial statements. Management believes that a motion
picture or television production's economic success is dependent upon
several overlapping factors including general public appetite at the
time of release, marketing philosophy and applicable usage of existing
technology, advertising strategy with resultant penetration and the
overall quality of the production. The Registrant's motion picture and
television productions may compete for sales with numerous independent
and foreign productions as well as productions produced and
distributed by a number of major domestic companies, many of which are
units of conglomerate corporations with assets and resources
substantially greater than the Registrant's. Management of the
Registrant believes that in recent years there has been an increase in
competition in virtually all facets of the Registrant's business.
Specifically, the motion picture industry competes with television and
other forms of leisure-time entertainment. Since the Registrant 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
Registrant has currently obtained the investment capital to produce
and distribute at least two full length feature motion pictures within
the next two years.
In addition to the development, financing, production, and
distribution of motion pictures, the Registrant expects to continue
to exploit a portion or portions of the Company's motion picture
library to commercial television and home video marketing and sales.
Specifically, live action motion pictures are generally licensed for
broadcast on commercial television following distribution to
theatrical outlets (theaters), home video and pay television.
Licensing to commercial television is generally accomplished pursuant
to agreements which allow a fixed number of telecasts over a
prescribed period of time for a specified license fee. Television
license fees vary widely, from several thousand to millions of dollars
depending on the motion picture, the number of times it may be
broadcast, whether it is licensed to a network or a local station and,
with respect to local stations, whether the agreement provides for
prime-time or off-time telecasting. Licensing to domestic and foreign
television stations (syndication) is an important potential source of
revenue for the Registrant, although in recent years the prices
obtainable for individual films in domestic syndication have declined
as pay television licensing has grown. The growth of pay television
and home video technologies has had an adverse effect on the fees
obtainable from the licensing of films to networks and local
television stations. Thereby potentially effecting the Registrant's
ability to generate substantive revenue from this particular venue.
Conversely, the Registrant may derive revenue from the marketing and
sale, either directly or through licensees, of motion pictures and
other filmed product on videocassette for playback on a television set
through the use of videocassette recorders ("VCRs") and continued
advancements of pay television (cable) and satellite broadcast
technologies, domestically and internationally. The Registrant
currently holds the distribution rights to 241 motion picture and
television titles.
MANAGEMENT'S DISCUSSION AND ANAYLSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
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. (See Item 15.
Financial Statements). In fiscal 1995 and 1996 the Registrant
continued its involvement in a variety of feature film and television
projects relative to development, acquisitions, packaging, production
and marketing/distribution activities. The Registrant 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 Registrant 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 Registrant issued 386,500 shares of common stock
and 0 shares of preferred stock in 1995 for cash and 973,000 shares
of common stock and 0 shares of preferred stock for product and
services. In 1996, the Registrant issued 114,790 shares of common
stock and 0 shares of preferred stock for cash and 521,507 shares of
common stock and 15,000 shares of preferred stock for product and
services acquired by or provided to the Registrant. Further, in 1994,
the Registrant entered into a loan agreement with Huntington National
Bank whereby the Registrant 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
Registrant 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. (See Exhibit 99.0). The Registrant
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 Registrant's principal liquidity at yearend 1995 included cash of
$12,298 and net accounts receivable of $1,500, and at yearend 1996
cash of $196,318 and net accounts receivable of $1,500. After a
review of the financial statements at yearend 1994 adjusting entries
to the statements were made to reflect a writeoff of some of the
accounts receivable in light of their age and apparent
uncollectibility. The Registrant'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
Registrant's library, and the financing, packaging, development and
production of two feature films. Although the Registrant during 1995
and 1996 experienced revenue, unless the Registrant has an influx of
additional capital, the Registrant will not be able to accomplish its
planned objectives and revenue projections. Accordingly, the
Registrant 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 Registrant and underwriter(s).
To meet the Registrant's interim liquidity and capital resources needs
while the Registrant's contemplated public offering is being prepared
and examined, the Registrant 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 Registrant's contemplated public
offering. A primary use of public offering proceeds would be the
further exploitation of the Registrant'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 Registrant has presented a consolidated balance sheet which
includes five wholly-owned subsidiaries: Environmental Services
Corporation, World Wide Films Inc., World Wide Productions Inc., World
Wide Film & Television Institute, and World Wide Medical Services
Ltd.
The Registrant'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 Registrant's operations in the motion picture
and television industry, but since the primary business objective of
the Registrant 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 Registrant shall investigate and pursue
such opportunities.
The Registrant'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 Registrant'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
Registrant in various feature film and television productions for the
last 24-month period include gross and net revenue participations in
one feature film and two television productions ranging between 2-60%
of worldwide revenue potential including all markets and all media
that the particular production is distributed in. These arrangements
include a feature length film entitled CITIZEN SOLDIER originally
produced by M&D Productions, purchased by the Registrant in 1995 and
providing a 60% gross revenue participation to the Registrant in
perpetuity. Also, in 1995, the Registrant purchased thirty-seven
feature film submaster (videotape) prints from Stanley Pappas
providing 20% of any gross revenue of the product in perpetuity and
the television productions entitled TIPS FOR BETTER HEALTH and MARKET
PLACES OF THE WORLD, both owned and produced by Pacific Pictures and
providing 5% gross revenue co-production participation to the
Registrant in perpetuity. Additionally in 1995, the Registrant
licensed to Media One Broadcasting for $71,000 and 40% of net revenue
the right to telecast four feature motion pictures and seventeen
television productions which the Registrant owns as part of its
library. In 1996 the Registrant licensed to Whitman Productions
twenty feature films and television productions for $75,000 and 40% of
net revenue for the right to telecast and exploit those productions
which the Registrant owns as part of its library. In 1995 and 1996,
certain other film and television participations of the Registrant
included development and packaging arrangements, the Registrant'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 Registrant, were
THE EXCHANGE STUDENT offered by production company Loon Star Film
Partners (20%); and BLOOD PASSION offered by production company Risk
Productions (20%); CHOICE offered by production company Best Pictures
Inc. (50%); and ALONG FOR THE RIDE offered by production company
Wittman Productions Inc. (50%).
In 1997 and 1998, the Registrant expects to complete two full length
feature films produced for theatrical and video worldwide
exploitation. Both productions will be entirely under the
responsibility, control and ownership of the Registrant. All
financing for the completion of the first feature length production
tentatively entitled SHATTERED ILLUSION starring Morgan Fairchild,
Bruce Weitz, and Richard Lynch was secured and the production has been
completed. The second production, ALONG FOR THE RIDE, has
approximately 75% of the financing secured and negotiations for the
remainder in process.
Relative to the completely diversified subsidiary activity in health
care, the federal government has temporarily placed a moratorium on
certain businesses in the home health care industry which will
adversely effect the Registrant's projected revenues of this
subsidiary, World Wide Medical Services Ltd.
<TABLE>
The following is a chart showing the comparison between 1995 and 1996.
<CAPTION>
CATEGORY 1995 1996 % CHANGE
<S> <C> <C> <C>
Net Profit (Loss) (184,644) (128,318) -31%
Assets 17,659,422 17,539,045 -.0068
Stockholder Equity 17,642,820 17,522,510 -.0068
Liability 16,602 16,535 -.004
Net Revenues 71,000 190,000 +267%
Inventory 17,892,167 17,894,465 +.00013
</TABLE>
ITEM 3. DESCRIPTION OF PROPERTY
The Registrant owns no real properties. The Registrant's present
offices and facilities, located in both suburban and metropolitan
geographic areas, encompass approximately 5,500 square feet in
buildings of good condition. (STRIKEOUT)with an average age of 17
years.(STRIKEOUT) Locations which are occupied on a month-to-month
or yearly lease basis include the Registrant's executive offices since
1984 at Seacliff Office Park, 2120 Main Street, Suite 180, Huntington
Beach, California, 92648; A FILM PRODUCTION OFFICE AT 13437 VENTURA
BLVD, SUITE 228, SHERMAN OAKS, CALIFORNIA; AND A VIDEO PRODUCTION
OFFICE AT 1119 COLORADO AVENUE, SANTA MONICA, CALIFORNIA. The
Registrant's corporate records office at 561 E. Jefferson, Detroit,
Michigan, 48226; AN ADMINISTRATIVE OFFICE AT 326 N. CHESTNUT, LANSING,
MICHIGAN; and a branch office of the Registrant at 42 King Street, New
York, New York, 10014.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
<TABLE>
The following sets forth the security ownership of Management of the
Registrant and any holders of the Registrant's common stock known to
own 5% or more of the Registrant's issued and outstanding common
stock. (in alphabetical order)
<CAPTION>
AMOUNT & NATURE
TITLE NAME OF BENEFICIAL PERCENT
OF CLASS BENEFICIAL OWNERSHIP OWNERSHIP OF CLASS
OFFICERS AND DIRECTORS
<S> <C> <C> <C>
Common James J. Aitken 200,000 .43%
Vice President, Fin. & Adm. Sole Ownership
Corporate Director Sole Voting Power
12199 55th Ave.
Remus, MI 48340
Common Charles C. Bailey 185,000 .40%
Corporate Director Sole Ownership
42 King Street Sole Voting Power
New York, NY 10014
Common Fred Baron 100,000 .22%
Corporate Director Sole Ownership
531 N. Lillian Way Sole Voting Power
Los Angeles, CA 90004
Common Brendan Cahill 250,000 .54%
Corporate Director Sole Ownership
1141 Marilyn Drive Sole Voting Power
Beverly Hills, CA 90210
Common Robert E. Capps, Jr. 350,000 .76%
Corporate Director Sole Ownership
c/o 2120 Main St., Suite 180 Sole Voting Power
Huntington Beach, CA 92648
Common Joseph Dyson 215,000 .47%
Corporate Director Sole Ownership
8720 Cliffridge Sole Voting Power
La Jolla, CA 92037
Common Larry Epstein, Esq. 576,667 1.25%
Secretary Sole Ownership
Corporate Director Sole Voting Power
11733 Baird Ave.
Northridge, CA 91326
Common John D. Foley 300,000 .65%
Corporate Director Sole Ownership
c/o 2120 Main St., Suite 180 Sole Voting Power
Huntington Beach, CA 92648
Common Paul D. Hancock 8,770,444 19.03%
President/C.E.O. Sole Ownership
Corporate Director Sole Voting Power
124 8th Street, #8
Huntington Beach, CA 92648
Common Rodney C. Kropf, Esq. 255,000 .55%
Chairman, Board of Directors Sole Ownership
16268 Country Club Drive Sole Voting Power
Livonia, MI 48154
Common Peter Lallos 125,000 .27%
Corporate Director Sole Ownership
31 Woodfield Court Sole Voting Power
Laurel Hollow, NY 11791
Common Philip Langwald 500,000 1.08%
Chairman Emeritus/ Sole Ownership
Corporate Director Sole Voting Power
16032 Lemond Hills Trail #173
Del Ray Beach, FL 33446
Preferred Philip Langwald 2,500
Chairman Emeritus/ Sole Ownership
Corporate Director Sole Voting Power
16032 Lemond Hills Trail #173
Del Ray Beach, FL 33446
Common John Levingston 15,000 .03%
Vice President, Marketing Sole Ownership
& Distribution Sole Voting Power
13642 Havenwood Drive
Garden Grove, CA 92643
Common George T. Lindsey 692,750 1.50%
Vice President, Creative Sole Ownership
Development/Corporate Director Sole Voting Power
10412 Pacific St., #106
Omaha, NE 68114
Common Michael Maghini 253,750 .55%
Associate Vice President, Finance Sole Ownership
48 Stonewall Lane Sole Voting Power
Madison, CT 06443-2248
Common Charles Newirth 125,000 .27%
Corporate Director Sole Ownership
c/o 2120 Main St., Suite 180 Sole Voting Power
Huntington Beach, CA 92648
Common Brian J. Patnoe 932,202 2.02%
Associate Vice President, Sole Ownership
Administration Sole Voting Power
12553 Wedgewood Circle
Tustin, CA 92780
Preferred Brian J. Patnoe 55,000 2.02%
Associate Vice President,
Administration
12553 Wedgewood Circle
Tustin, CA 92780
(STRIKEOUT)
Common Karen J. Segel, J.D. 255,000 .55%
Corporate Director Sole Ownership
223 S. Willaman Drive Sole Voting Power
Beverly Hills, CA 90211
(/STRIKEOUT)
Common A. Robert Sobolik 202,000 .44%
Executive Vice President/Treasurer Sole Ownership
Corporate Director Sole Voting Power
11453 Tortuga St.
Cypress, CA 90630
Common LeRoy J. Steele 50,000 .11%
Corporate Director Sole Ownership
1977 Gramercy Place Sole Voting Power
Los Angeles, CA 90068
Common David A. Toma 125,000 .27%
Associate Vice President, Production Sole Ownership
21000 Burton Street Sole Voting Power
Canoga, CA 91304
Common Alex Trebek 350,000 .76%
Corporate Director Sole Ownership
c/o 2120 Main St., Suite 180 Sole Voting Power
Huntington Beach, CA 92648
Common Benjamin Whitfield, Jr., Esq. 78,000 .17%
Corporate Director Sole Ownership
9000 E. Jefferson, Apt. 14-3 Sole Voting Power
Detroit, MI 48214
Common John R. Woodward 175,071 .38%
Vice President, Film Production Sole Ownership
Corporate Director Sole Voting Power
850 Alabama Dr., Rte. 2
Lone Pine, CA 93545
OFFICERS & DIRECTORS AS A GROUP 15,080,884 32.71%
<CAPTION>
OWNERS OF 5% OR MORE OF THE REGISTRANT'S COMMON EQUITY
<S> <C> <C> <C>
Common Paul D. Hancock 8,770,444 19.03%
President/C.E.O. Sole Ownership
Corporate Director Sole Voting Power
124 8th St., #8
Huntington Beach, CA 92648
Common Richard D. McLellan, Esq. 3,559,164 7.72%
c/o 2120 Main St., Suite 180 Sole Ownership
Huntington Beach, CA 92648 Sole Voting Power
Common Gordon Estate 2,658,097 5.77%
c/o 2120 Main St., Suite 180 Sole Ownership
Huntington Beach, CA 92648 Sole Voting Power
</TABLE>
The foregoing totals are based upon Forty Six Million, Ninety Nine
Thousand, Ninety Two (46,099,092) common shares of the Registrant
issued and outstanding stock as of December 31, 1996.
To the best knowledge and belief of the Registrant, there are no
arrangements, understandings, or agreements relative to the
disposition of the Registrant's securities, the operation of which
would at a subsequent date result in a change in control of the
Registrant.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The Board of Directors is divided into three classes as nearly equal
in number as may be, with the term of office of one class expiring
each year.
When the number of directors is changed, any newly created
directorships or any decrease in directorships are so apportioned
among the classes as to make all classes as nearly equal in number as
possible. When the number of directors is increased by the Board and
any newly created directorships are filled by the Board, there are no
classifications of the additional directors until the next annual
meeting of shareholders. Notwithstanding the foregoing, unless voting
rights thereon are equated to those on the Common Stock, whenever the
holders of any series of Preferred Stock are entitled, voting
separately as a class, to elect directors, the terms of all directors
elected by such holders expires at the next succeeding annual meeting
of shareholders. Subject to the foregoing, at such annual meeting of
shareholders the successors to the class of directors whose term then
expires are elected to hold office for a term expiring at the third
succeeding annual meeting. At each annual meeting of the shareholders
for the election of the directors (or special meeting of shareholders
in lieu thereof) at which a quorum is present, those persons equal in
number to the number of director positions for which a class, series
or aggregation of classes and/or series are voting, who receive the
highest number of votes in such class, series or aggregation which is
voting for directors, counting all shareholders voting in person or by
proxy entitled to vote therefor, are elected as directors.
Vacancies that occur prior to the expiration of the then current term
(whether as a result of a newly created director position on the Board
or otherwise), if filled by the Board shall be filled only until the
next succeeding annual meeting. Each of the directors of the
Registrant hold office until the annual meeting of shareholders at
which the class to which the director has been elected has expired and
until his successor is elected and qualified or until his earlier
death, resignation or removal.
<TABLE>
The following sets forth the names and ages of all of the Directors
and Executive Officers of the Registrant, positions held by such
person, length of service, when first elected or appointed and term
of office.
<CAPTION>
DIRECTOR AND/OR
EXECUTIVE OFFICER FIRST ELECTED TERM OF
NAME AND AGE POSITION OR APPOINTED OFFICE
<S> <C> <C> <C>
Rodney C. Kropf, Esq. Chairman of the 1982 1997
Age 69 Board of Directors
Paul D. Hancock President/Chief 1977 Director/2000
Age 41 Executive Officer Officer/2015
and Director
A. Robert Sobolik Exec. Vice President 1981 Director/2000
Age 60 Treasurer and Director Officer/
Indefinite
Larry Epstein, Esq. Secretary 1989 Director/1999
Age 48 Director Officer/
Indefinite
John R. Woodward Vice President, Film 1982 Director/1998
Age 45 Production and Officer/
Director Indefinite
George T. Lindsey Vice President, Creative 1982 Director/1998
Age 58 Development and Officer/
Director Indefinite
James J. Aitken, C.P.A. Vice President, Finance 1982 Director/1998
Age 59 and Administration Officer/
Director Indefinite
John Levingston Vice President/Marketing 1983 Officer/
Age 69 and Distribution Indefinite
John D. Foley Director 1990 1999
Age 46
Robert E. Capps, Jr. Director 1990 1999
Age 45
Ben Whitfield Jr. Esq. Director 1980 1999
Age 46
Brendan Cahill Director 1986 2000
Age 50
(STRIKEOUT)
Karen J. Segel, J.D. Director 1991 1996
Age 48 (/STRIKEOUT)
Alex Trebek Director 1987 1999
Age 55
Leroy J. Steele Director 1987 1999
Age 73
Charles Bailey Director 1985 2000
Age 62
Joseph Dyson, C.P.A. Director 1983 2000
Age 61
Peter Lallos Director 1988 2000
Age 62
Philip Langwald Director 1985 1998
Age 89
Fred Baron Director 1994 1998
Age 46
Charles Newirth Director 1994 1998
Age 42
Brian J. Patnoe Associate V.P. 1986 Indefinite
Age 38 Administration
Michael Maghini Associate V.P. 1985 Indefinite
Age 38 Finance
David A. Toma Associate V.P. 1990 Indefinite
Age 46 Production
</TABLE>
RODNEY C. KROPF*, age 69 - Mr. Kropf is Chairman of the Board of
Directors of the Registrant. He is presently involved in the general
practice of law. He has held various public positions with Federal
and local governments. He was Assistant United States District
Attorney for five years and thereafter served as Assistant City
Attorney and City Attorney in the state of Michigan. Mr. Kropf has
had extensive experience in the organization and development of radio
stations throughout the Midwest such as W.E.R.C. (now W.C.A.R). He
has participated in the acquisition and sale of many radio properties
for the Malrite Broadcasting Registrant. He is the director and
officer of various corporations and has been active in real estate,
development, and construction of housing and commercial properties.
He is a graduate of the University of Michigan Law School and Wayne
State University.
PAUL D. HANCOCK*, age 41 - Mr. Hancock is the President and Chief
Executive Officer of the Registrant. He is the founder and developer
of its film production concept and has served as President and Chief
Executive Officer since its inception. He has been a production and
business advisor to various film financing and production companies
and has supervised in-depth research and work study in moderate
budget/cost-controlled feature film productions. Mr. Hancock was
responsible for leading one of the first exploratory film finance
teams to the Wall Street capital markets in the late 1970's in order
to develop and encourage motion picture financing by the investment
banking community. He was instrumental in the formulation of
entertainment industry relationships specifically in moderate budget
feature film production financing with companies such as E.F. Hutton
& Co.; Kidder, Peabody and Prudential-Bache Securities. Mr. Hancock
has also been a lecturer on various aspects of the entertainment
industry, entrepreneurship and finance at University Graduate Schools
of Business, seminars and conferences. He has maintained a
specialized expertise and conducted diverse consulting in motion
picture and television financial packaging and development. He has
previously been employed in a variety of management capacities in the
theater and hotel businesses for Farber Enterprises and Ramada
Incorporated. Mr. Hancock attended the Cranbrook Academies, Eastern
Michigan University, and the University of California at Los Angeles.
He belongs to several professional organizations including the Academy
of Television Arts and Sciences and is a radio talk show host on
independent film production.
A. ROBERT SOBOLIK*, age 60 - Mr. Sobolik is the Executive Vice
President and Treasurer of the Registrant. He has previously held
senior corporate positions including Vice President of Operations for
Stratavision Inc. in Southern California specializing in computer
software development. Mr. Sobolik has been a financial consultant and
advisor to various international and U.S. Fortune 500 corporations
including HRT Industries; Senior Consultant/financial services, Saudi
Airlines in Saudi Arabia and Senior Project Manager for Sierra Power
Co. and the Texas Legislative Counsel. Prior to his consulting
services, he was Project Manager and Director for computer systems in
corporate development with the U.S. Borax Chemical Corporation and
before that supervised computer operations, computer systems and
corporate data processing. He has also been a Manager and Controller
of computer operations for a major Los Angeles based corporation. Mr.
Sobolik has served in corporate management for more than twenty-five
years in business, finance and industry throughout the western U.S.
and abroad.
LARRY EPSTEIN, age 48 - Mr. Epstein is the Secretary of the
Registrant. He is a practicing attorney in Southern California He has
been a sole practitioner since 1987 specializing in business, family
and entertainment law. He was previously involved for three years as
Executive Vice President and in-house legal counsel to Cherrystone
Pictures, Inc., an independent feature film production company based
in Los Angeles, and in that capacity oversaw all corporate and
administrative fiduciary responsibilities of the company and
orchestrated all documentation for domestic and international
co-ventures and related agreements. Prior to his production company
involvement, Mr. Epstein was a Senior Partner in the Los Angeles-based
law firm of Abouaf, Epstein, Meyers & Gronemeier, specializing in
business, tax, and entertainment law. He is a member of the State Bar
of California, San Fernando Valley Bar Association, Los Angeles County
Bar Association and The American Bar Association. Mr. Epstein has sat
for 7 years as special referee and judge for the State Bar of
California and is also currently Judge Pro Tem for the Superior Court,
State of California, County of Los Angeles.
JOHN R. WOODWARD, age 45 - Mr. Woodward is the Vice President for Film
Production of the Registrant. He is responsible for the technical
production procedures of the film and television projects the
Registrant produces or co-produces. His career has spanned more than
20 years of both independent and studio film and television production
for companies such as Twentieth Century Fox Film Corporation,
Paramount Pictures, and Castle Rock Entertainment. Including his
studio involvement, he was executive in charge of production for
independent production company, Melco General, Incorporated in Los
Angeles. He has been a senior member of the production team for a wide
variety of film and television projects, including SWEET DREAMS,
FLASHDANCE, THE MANITOU, TALES FROM THE CRYPT, YOUNG GUNS II,
UNIVERSAL SOLDIER, and the recent Academy Award nominated SHAWSHANK
REDEMPTION, among many others. Mr. Woodward has additionally been
associated with and instrumental in productions at other major studios
such as Warner Brothers, Columbia, Disney, the C.B.S. Studio Center,
Samuel Goldwyn, and Bavaria-Atelier Studio in Germany. His television
commercial background is varied having worked on commercials for the
Sony Corporation, Lincoln-Mercury, and Pepsi. He has specialized
training and expertise in pre-production through post production
coordination and requirements, and film production budget control.
He holds a Bachelor of Arts degree in Visual Arts, a Masters degree
in Cinema Production, and is a member of the Director's Guild of
America.
GEORGE T. LINDSEY, age 58 - Mr. Lindsey is the Vice President of
Creative Development of the Registrant. He is responsible, with the
production committee, for the selection and development of film
projects for the Registrant. His film career spans over twenty-five
years of literary and production film work. He has most recently
completed writing feature film projects for New West Films Corp. He
has been associated in the past with film production houses and
television stations, including service as an executive producer and
director on the staff of the National Broadcasting Registrant and its
affiliate W.R.C.-T.V. and W.I.T.F. Formerly, as President of a
motion picture production company, he produced documentaries and
docudramas throughout Europe, Africa, and South America. He has
worked with such talent as Eli Wallach, Henry Fonda, Raymond Massey,
Leonard Nimoy, Brock Peters and Lorne Green. Mr. Lindsey has done
in-depth work in the field of pre-production of motion picture
projects and has earned over eighteen national film awards for film
and television productions, including regional emmy awards, local
emmy awards, the N.E.T. award for excellence in film production along
with gold, silver and bronze medals in film production from the New
York International Film Festival. He is a member of the Writer's
Guild of America, West, Inc. and the Director's Guild of America.
JAMES J. AITKEN, age 59 - Mr. Aitken is the Vice President of Finance
and Administration of the Registrant. He is responsible for the
overall business management and administrative systems of the
Registrant. He is a Certified Public Accountant and was formerly a
Partner and Regional Manager for Ernst & Whinney (now Ernst & Young),
a national and international public accounting firm. His experience
while engaged in public accounting encompassed a wide variety of
clients including many companies in the entertainment industry
including television, radio, cablevision and professional sports
teams. Mr. Aitken has led many conferences and advanced workshops in
professional management and accounting sponsored by Ernst & Whinney.
He has also been an instructor and professor of business and finance
and accounting courses at the University level. He is a member of the
American Institute of Certified Public Accountants and several other
professional societies and organizations related to business
management and finance.
JOHN D. FOLEY, age 46 - Mr. Foley is currently Executive Vice
President of Miramax Films, overseeing all theatrical acquisitions and
distribution. He was formerly President of MGM/UA and was recruited
by MGM in 1987 as Vice President/Sales where he managed domestic sales
in the Southern and Western divisions of the United States. In 1989
he was named President, managing all North American activities for the
company. Certain recent Miramax and MGM production successes he has
been instrumental in include PULP FICTION, BENNY AND JOON and UNTAMED
HEART. Other past productions he has been instrumental in include
RAINMAN, A FISH CALLED WANDA, and MOONSTRUCK. Mr. Foley began his
film career in 1975 on the East Coast with Columbia Pictures. He held
various management positions with Columbia during his tenure with the
company, encompassing regional sales throughout the midwest and
southern United States. In 1986, DeLaurentis Entertainment Co.
recruited him as Vice President of Distribution to establish the
distribution operations for the company's opening in 1986.
JOHN LEVINGSTON, age 69 - Mr. Levingston has been involved in the
distribution, marketing, television syndication and packaging of
motion picture projects both nationally and internationally for more
than twenty years, working with such companies as A.B.C.,
Gotham-Rhodes Inc., Thompson International and has served as President
of Cinema Systems Inc. His film industry background also includes
authorship of original stories, one of which was for the feature film
NAPOLEON & SAMANTHA and an original musical composition/co- production
for ERA Records. Prior to his work in the motion picture industry, he
created and marketed internationally high technological industrial
instruments while working as a Vice President with companies such as
Setco, Dynalube Incorporated, British-American Tobacco Co. in London
and Batco Corporation in East Africa. He is the founder of the
consulting firm of Levingston-Lehman specializing in financing and
marketing research.
ROBERT E. CAPPS, JR., age 45 - Mr. Capps, most recently Executive Vice
President-Film for United Artists, has been involved in the marketing,
distribution and exhibition of feature motion pictures for more than
20 years. Formerly, Senior Vice President and General Sales Manager
for Tri Star Pictures, he has been instrumental in the development of
new film marketing technology strategies for the motion picture
industry, primarily the theatrical market. He has been directly
involved in the building and expansion of distribution departments for
companies such as Columbia Pictures, Paramount Pictures, and MGM. Mr.
Capps has been an instrumental force over the span of his career in
the distribution and exhibition of a wide variety of both major and
independent feature films including such classic film productions as
the TERMINATOR films, LEGEND OF BOGGY CREEK, and WHERE THE RED FERN
GROWS.
BENJAMIN WHITFIELD, JR., ESQ., age 46 - Mr. Whitfield is presently a
practicing civil attorney with an emphasis in the field of
entertainment law. He has served as United States Assistant District
Attorney and as an Assistant Attorney General. Mr. Whitfield is a
member of the law firm of Wright, Reed & Whitfield, P.C., one of the
entertainment law firms serving the corporation.
BRENDAN CAHILL, age 50 - Mr. Cahill was most recently Vice President
for Music and Creative Affairs for Universal Studios. Prior to his
employment with Universal, he was Vice President in charge of creative
affairs and musical director at Columbia Pictures and is currently a
development and production consultant in the film/television industry
and production consultant to Michael Phillips and Michael Douglas
(Michael Douglas Productions). He has in the past been a personal
advisor for production and musical affairs to Steven Spielberg (Amblin
Light Entertainment), having been involved with such film projects as
BACK TO THE FUTURE, CLOSE ENCOUNTERS OF THE THIRD KIND and E.T., THE
EXTRA TERRESTRIAL. In the 1960's, Mr. Cahill was credited with being
intregal in the success of such musical groups as the Birds, Jefferson
Starship, and the Monkees, and was executive producer on the
successfully syndicated television show, THE PARTRIDGE FAMILY for
ABC.
Other feature film and television production credits for Mr. Cahill
include CALIFORNIA SUITE, THE BREAKFAST CLUB, OUT OF AFRICA, MIAMI
VICE, and the Emmy Award winning MURDER SHE WROTE.
(STRIKEOUT)KAREN J. SEGEL, age 48 - Ms. Segel has most recently been
independent tax counsel and corporate taxation specialist to various
individuals, corporations and partnerships throughout Southern
California and in New York encompassing among others, industrial,
manufacturing and communications industries. She is a sole
practitioner and was previously senior tax accountant for Oppenheim,
Appel & Dixon in Los Angeles and senior tax accountant for S.N.
Chilkov & Co., CPAs, in Beverly Hills, California. Prior to Ms.
Segel's legal and accounting practice, she was an administrator for
Olds Brunel & Co. and U.S. Banknote Corp. in New York City. She
maintains memberships in several national and international
professional services organizations.(/STRIKEOUT)
ALEX TREBEK, age 55 - Mr. Trebek has been involved in the television
industry for over twenty-five years as a producer, host and innovator
of a wide variety of entertainment shows. He has produced and hosted
the internationally successful gameshow JEOPARDY which has been the
second highest rated television show in syndication. Mr. Trebek was
also the host of the successful television game show CLASSIC
CONCENTRATION. As a television media executive, he is currently
developing other projects for television and film as well. Mr.
Trebek, originally from Sudbury, Ontario, Canada, worked for the
Canadian broadcasting company (C.B.C.) throughout the 1960's and early
70's before relocating to the United States in 1973.
LEROY J. STEELE, age 73 - Mr. Steele's background encompasses over 40
years as an executive with various corporations within the United
States and in Canada, including Executive Vice President and Chief
Operating Officer for Bullock's company in Los Angeles, Vice President
and General Manager for the Boston stores on the Eastern seaboard, and
Chairman of the Board/Chief Executive Officer for A.J. Freeman Ltd. in
Ottawa, Canada. Mr. Steele has also been a business management
consultant and advisor for many years.
CHARLES C. BAILEY, age 62 - Mr. Bailey was most recently Senior Vice
President of Thomson McKinnon Securities Inc. in New York City and
previously Vice President of Prudential Bache Securities, two of Wall
Street's leading investment banking firms. Mr. Bailey has been
involved in international business and finance for more than 25 years
and is the executive producer for a Broadway theatrical production
company. He was the producer of the musical Broadway production of MY
ONE AND ONLY with Twiggy and Tommy Tune, and STARDUST with Sean Young.
JOSEPH DYSON*, age 61 - Mr. Dyson is currently the President and Chief
Executive Officer of Health Care Capital Corporation of California.
He was formerly Vice President and Manager of Merrill Lynch White Weld
Capital Groups, Western Region Health Care Finance Department and Vice
President of First America, a financial consulting firm. In addition,
he was a regional partner at Arthur Young & Co. and managing Vice
President of Telco Capital Corporation. Prior to his private sector
career, he was engaged at the Department of Health, Education and
Welfare where he served as Acting Regional Program Director of the
Hill-Burton Program as well as special consultant to other Regional
Loan Offices. He is a Certified Public Accountant and has served as
an official for the Securities and Exchange Commission.
PETER LALLOS, age 62 - Mr. Lallos was most recently Senior Vice
President for the investment banking firm of Bear, Sterns & Co. in New
York City. He has previously held senior corporate positions
including Managing Director for Manufacturer's Hanover Trust
Registrant, Senior Vice President - E.F. Hutton & Co. and Senior Vice
President - Donaldson, Luftkin & Jenrette. Mr. Lallos' Wall Street
expertise encompasses more than 25 years of investment banking,
commercial banking and specialized public and corporate financing
around the world.
PHILIP LANGWALD, age 89 - Mr. Langwald is Chairman Emeritus of the
Board of Directors of the Registrant and is currently a retired
municipal administrative executive. He has been involved with land
development and appraising for real estate and managing the
construction and development of shopping and residential areas in the
midwestern United States. He was formerly with the United States
Department of Labor and Internal Revenue Audit Division.
FRED BARON, age 46 - Mr. Baron is currently Senior Production
Executive for Twentieth Century Fox Film Corp. where he is responsible
for all phases of production oversight for all feature film production
at the studio. Prior to his studio involvement, he was production
representative at HBO, overseeing a wide range of features and
M-O-Ws.
Mr. Baron has also acted as co-producer on television productions such
as TALES FROM THE CRYPT and production coordinator and production
supervisor on a wide variety of independent motion picture/television
production.
CHARLES NEWIRTH, age 42 - Mr. Newirth is currently an established
Independent Producer in the motion picture industry and has been
responsible for the production of such major motion pictures as the
Academy Award winning and highly successful FORREST GUMP, as well as
BUGSY with Warren Beatty and TOYS with Robin Williams. His career in
production has included production manager for such films as PRETTY IN
PINK, ROBOCOP, and THE ABYSS. He has also worked in such diverse
senior production positions as production supervisor, production
coordinator, and location manager.
BRIAN J. PATNOE, age 38 - Mr. Patnoe's tenure with the corporation
began in 1987 as Executive Assistant in the areas of finance and
administration. In 1989, he was elevated to the post of Associate
Vice President, Administration, working as key liaison between senior
officers of the corporation and members of the Board of Directors.
His responsibilities also included monitoring and maintaining WWMPC's
corporate due diligence data information, finance material
information, and monitoring basic stockholder relations. He has
worked closely with senior management of the company in the
negotiations of co-financing production scenarios with domestic and
foreign companies, consortiums, and independent financiers. Mr.
Patnoe has also been associated with Motorola ISG as national accounts
manager and McDonnell Douglas Corporation as a configuration
management analyst and product definition specialist; both senior
technical and analytical corporate administrative positions assuring
quality control and infrastructure communications. He maintains a
degree in Business Administration and Economics from California State
University, Fullerton and a Masters in Business Administration from
the University of Southern California.
MICHAEL MAGHINI, age 38 - Mr. Maghini was most recently Vice President
with Eden Financial Group, a Wall Street investment banking firm
providing wholesale financial products to associate brokerage firms
around the country, as well as a Managing Partner and Vice President
with Famco, Inc. a real estate holding company in New York City. Mr.
Maghini's well established financial experience, including his
executive association for investment with the Putnam's Golden Scale
Council, and his membership in the Million Dollar Round Table Club,
complement his past investment management and development training
with Paine Webber. Prior to Paine Webber, he held an investment
executive position with Thompson McKinnon Securities. Mr. Maghini has
helped develop the investment banking division of a major New York
financial firm and has also managed a variety of many diverse
institutional and, private investment portfolios. He is a graduate of
Southern Connecticut University where he received his Bachelor of
Science Degree in Political Science and Economics.
DAVID A. TOMA, age 46 - Mr. Toma has most recently been associated
with Cinema Research Corporation and Complete Post Inc. in Los Angeles
responsible for managing all aspects of film and video post production
and production processing. He has been instrumental in the
development and growth of both companies to become two of the largest
and highly sophisticated post production facilities in the motion
picture industry. He has further been a consultant and advisor on
post production techniques and procedures for several companies
including Lorimar Entertainment. Mr. Toma was also engaged in several
film production, marketing and editing capacities for the motion
picture and television industry including Executive in Charge of
Production for Laserus Entertainment Inc., a leading entertainment
commercial company producing a wide variety of television programming;
production/ marketing executive for Pacific Video Inc., a major post
production facility; and post production supervisor for independent
production company, Sun Classic Pictures Inc. Mr. Toma has
specialized expertise in the implementation of favored nations
agreements, extensive knowledge of electronic post production
techniques, state of the art and conventional theatrical and video
editing, as well as new mastering technologies for European and
domestic delivery. His film and television credits include Robert
Altman's POPEYE, THE LINCOLN CONSPIRACY, BEYOND AND BACK, the
long-running television series SOAP and BENSON, and he was the
recipient of
an achievement Emmy Award from the Academy of Television Arts and
Sciences for his contributions to the CBS Movie-of-the-Week BABIES
HAVING BABIES.
* (Indicates members of the Executive Committee)
FAMILY RELATIONSHIPS
There are no family relationships among directors, executive officers
or persons chosen by the Registrant to be nominated as a director or
appointed as an executive officer of the Registrant or any of its
affiliated subsidiaries.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best knowledge and belief of the Registrant, during the past
five years, no present or former director, executive officer or person
nominated to become a director or an executive officer of the
Registrant, has been involved in:
(1) Any bankruptcy petition by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
(2) Any conviction in criminal proceeding or subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily, barring, suspending, or
otherwise limiting his involvement in any type of business, securities
or banking activities; and
(4) Being found by any court of competent jurisdiction (in a civil
action), the Commission or the Commodities Futures Trading Commission
to have violated a federal or state securities or commodities law, and
the judgment has not been reversed, suspended or vacated.
ITEM 6. EXECUTIVE COMPENSATION
The summary compensation table below sets forth certain information
for all compensation, including: annual, longterm and stock
compensation paid for services rendered to the registrant in all
capacities for the fiscal years ended December 31, 1996, 1995, and
1994.
<TABLE>
Summary Compensation Table
<CAPTION>
ANNUAL COMPENSATION
Annual Compensation
Name and Principal Position
(a) Year(b) Salary($)(c) Bonus ($)(d)Other Annual
*, **, *** Compensation ($)(e)
<S> <C> <C> <C> <C>
Rodney C. Kropf** 1996 0 0 0
Chairman of the Board 1995 0 0 0
1994 0 0 0
Paul D. Hancock*/** 1996 310,000 0 0
President, CEO *** 1995 295,000 0 0
1994 280,000 0 0
A. Robert Sobolik*/** 1996 0 0 0
Exec. V.P./Treasurer 1995 0 0 0
1994 0 0 0
Larry Epstein*/** 1996 0 0 0
Secretary 1995 0 0 0
1994 0 0 0
John R. Woodward*/** 1996 0 0 0
Vice President 1995 0 0 0
1994 0 0 0
George T. Lindsey*/** 1996 0 0 0
Vice President 1995 0 0 0
1994 0 0 0
James J. Aitken*/** 1996 0 0 0
Vice President 1995 0 0 0
1994 0 0 0
John Levingston* 1996 0 0 0
Vice President 1995 0 0 0
1994 0 0 0
John R. Foley** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
Robert E. Capps Jr.** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
Benjamin Whitfield Jr.** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
Brendan Cahill** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
(STRIKEOUT)
Karen J. Segel**
Director 1996 0 0 0
1995 0 0 0
1994 0 0 0
(/STRIKEOUT)
Alex Trebek** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
LeRoy J. Steele** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
Charles Bailey** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
Joseph Dyson** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
Peter Lallos** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
Philip Langwald** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
Fred Baron** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
Charles Newirth** 1996 0 0 0
Director 1995 0 0 0
1994 0 0 0
Brian J. Patnoe* 1996 0 0 0
Assoc. V.P. 1995 0 0 0
1994 0 0 0
Michael Maghini* 1996 0 0 0
Assoc. V.P. 1995 0 0 0
1994 0 0 0
David A. Toma* 1996 0 0 0
Assoc. V.P. 1995 0 0 0
1994 0 0 0
<CAPTION>
Awards Payouts All Other
Securities Compensation
Underlying (#)(i)
Options/SARs(#)(g)
Restricted Securities
Stock Award(s) Underlying
($)(f) Options/SARs(#)(g)
<S> <C> <C> <C> <C>
Rodney C. Kropf** 1996 - 0 50,000 0 0
Chairman of the Board 1995 - 50,000 50,000 0 0
1994 - 50,000 50,000 0 0
Paul D. Hancock*/** 1996 - 0 250,000 0 0
President, CEO *** 1995 - 0 250,000 0 0
1994 - 0 250,000 0 0
A. Robert Sobolik*/** 1996 - 0 25,000 0 0
Exec. V.P./Treasurer 1995 - 25,000 25,000 0 0
1994 - 25,000 25,000 0 0
Larry Epstein*/** 1996 - 0 500,000 0 0
Secretary 1995 - 25,000 500,000 0 0
1994 - 25,000 500,000 0 0
John R. Woodward*/** 1996 - 0 50,000 0 0
Vice President 1995 - 25,000 50,000 0 0
1994 - 25,000 50,000 0 0
George T. Lindsey*/** 1996 - 0 25,000 0 0
Vice President 1995 - 0 25,000 0 0
1994 - 0 25,000 0 0
James J. Aitken*/** 1996 - 50,000 25,000 0 0
Vice President 1995 - 50,000 25,000 0 0
1994 - 50,000 25,000 0 0
John Levingston* 1996 - 0 20,000 0 0
Vice President 1995 - 0 20,000 0 0
1994 - 0 20,000 0 0
John R. Foley** 1996 - 0 100,000 0 0
Director 1995 - 50,000 100,000 0 0
1994 - 50,000 100,000 0 0
Robert E. Capps Jr.** 1996 - 0 50,000 0 0
Director 1995 - 0 50,000 0 0
1994 - 50,000 50,000 0 0
Benjamin Whitfield Jr.** 1996 - 0 25,000 0 0
Director 1995 - 25,000 25,000 0 0
1994 - 25,000 25,000 0 0
Brendan Cahill** 1996 - 0 20,000 0 0
Director 1995 - 0 20,000 0 0
1994 - 0 20,000 0 0
(strikeout)
Karen J. Segel**
Director
(/strikeout)
Alex Trebek** 1996 - 0 20,000 0 0
Director 1995 - 0 20,000 0 0
1994 - 0 20,000 0 0
LeRoy J. Steele** 1996 - 0 0 0 0
Director 1995 - 25,000 0 0 0
1994 - 25,000 0 0 0
Charles Bailey** 1996 - 0 0 0 0
Director 1995 - 25,000 0 0 0
1994 - 25,000 0 0 0
Joseph Dyson** 1996 - 50,000 25,000 0 0
Director 1995 - 25,000 25,000 0 0
1994 - 25,000 25,000 0 0
Peter Lallos** 1996 - 0 0 0 0
Director 1995 - 25,000 0 0 0
1994 - 25,000 0 0 0
Philip Langwald** 1996 - 0 0 0 0
Director 1995 - 25,000 0 0 0
1994 - 25,000 0 0 0
Fred Baron** 1996 - 0 0 0 0
Director 1995 - 25,000 0 0 0
1994 - 25,000 250,000 0 0
Charles Newirth** 1996 - 0 0 0 0
Director 1995 - 125,000 250,000 0 0
1994 - 31,250 313 0 0
Brian J. Patnoe* 1996 - 0 100,000 0 0
Assoc. V.P. 1995 - 50,000 100,000 0 0
1994 - 50,000 100,000 0 0
Michael Maghini* 1996 - 0 10,000 0 0
Assoc. V.P. 1995 - 0 10,000 0 0
1994 - 0 10,000 0 0
David A. Toma* 1996 - 0 0 0 0
Assoc. V.P. 1995 - 0 0 0 0
1994 - 0 0 0 0
(/TABLE)
* Indicates - Although many of the corporate officers have entered
into contractual agreements with the Registrant, certain of the
contract's provisions are contingent upon the acquisition of
substantial working capital by the Registrant. Accordingly, certain
of the officers do not devote their full-time to the business of the
Registrant.
** Indicates - Certain members of the board of directors who are not
officers of the Registrant receive a mutually agreeable amount of
restricted Rule 144 common stock of the Registrant for each board
meeting that they attend and are also periodically reimbursed for the
travel expenses incurred, if any, to attend such meetings.
*** Indicates - The President and Chief Executive Officer has waived
his accumulated back salary of $3,080,000. Also, he has agreed to
waive his current salary indefinitely as long as the Registrant does
not have sufficient funds on hand. In return he has agreed to also
accept common stock, or preferred convertible stock of the Registrant
at $.10 per share equivalent or mutually agreeable stock options in
lieu of cash, at the Registrant's discretion, except in the event of
a merger or takeover of the Registrant in which he descents.
ARRANGEMENTS WITH DIRECTORS
As indicated above, there are certain arrangements or understandings
regarding compensation for services provided by a director including
additional consideration payable for special assignments. Each of the
directors and/or executive officers of the Registrant has an
understanding with the Registrant regarding compensation by the
Registrant as an (STRIKEOUT)affiliate(STRIKEOUT) officer of the
Registrant either in terms of duties, which will be rendered on behalf
of the Registrant or in their capacity as an independent
(STRIKEOUT)affiliate(STRIKEOUT) associate or as an
(STRIKEOUT)affiliate(STRIKEOUT) associate of one of the
Registrant's wholly-owned subsidiaries.
The Registrant has evaluated the experience and reputation of its
directors and allocated compensation of common stock accordingly.
Executive officers of the Registrant maintain various terms and
conditions relative to compensation in their specific employment
contracts (refer to Exhibit 10.14 thru 10.22).
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of this filing, there have been and are presently no transactions
to which the Registrant was or is to be a party in which any of the
directors, executive officers or immediate family members thereof have
been a party to. It is contemplated, however, that in certain
instances directors, executive officers, or immediate family members
thereof will be a party to future transactions.
ITEM 8. LEGAL PROCEEDINGS
As of December 31, 1996, there were no material pending legal
proceedings to which the Registrant was a party or to which any of its
assets was subject. However, the Registrant is currently in
negotiations for the reimbursement of 8 film and television videotape
and 35mm film master copies of feature length motion picture and
television productions owned by the Registrant and maintained at a
film and video storage facility. The Registrant's attorneys are
preparing litigation and related processes in the event the results of
the negotiations are unsatisfactory. The Registrant is seeking
damages in the amount of $397,500 for the loss of its "stored
material".
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
MARKET FOR COMMON EQUITY
From December 1983, the date upon which present management took
control of the National Power Corporation, there has been a thin range
of trading occurring with the Registrant's common shares in the
Over-the-Counter market. The Registrant's common stock is presently
traded
on the over-the-counter (OTC) market through primarily inter-dealer
trades. The Registrant's history of trading includes both pink sheets
and NASD's Electronic Bulletin Board system. The most recent
availability for open trading of the Registrant's common shares was
during fiscal 1992 when the Registrant was traded on the
over-the-counter market on the NASD's Electronic Bulletin Board
system under
the NQB symbol of "WWMP". Since that time in 1992 there has been only
inter-dealer trades. Inasmuch as the last open trading for the
Registrant's stock occurred more than 4 years ago, there is no current
data to support a range of sales activity with either high or low bid
information.
SECURITY HOLDERS
As of December 31, 1996, the latest practicable date for which
information is available, the Registrant had approximately 756 holders
of record of the Registrant's common equity.
However, based upon its proxy solicitation procedures for the last
year's annual meeting of stockholders and institutional holdings, the
Registrant believes it has more than 1,000 beneficial owners of its
common stock.
DIVIDENDS
There have been no cash dividends declared or paid since the inception
of the Registrant, and no dividends are contemplated to be paid in the
foreseeable future. The future payment of dividends is within the
discretion of the Board of Directors of the Registrant and will depend
on the Registrant's earnings, its capital requirements and financial
condition and other relevant factors.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
The Registrant has had various sales of unregistered securities.
Sales of unregistered securities have accumulated due to transactions
wherein proceeds were used for working capital, facilitating
the normal course of business of the Registrant. In issuing
unregistered shares, the Registrant relied on the exemption from
registration provisions as promulgated under Rule 3(b) and further
under Section 4(2) of the Securities Act of 1933, for issuer
transactions not involving a public offering, as these transactions
did not involve a "distribution" and did not fall within the
definition of "underwriter" as those terms are defined under the Act.
Principals of each transaction were aware that they were taking the
shares for investment purposes and not with the view to distributing
the same and further represented that they were aware of the
restricted nature of the securities and that the same could not be
transferred or resold absent a Registration Statement, in effect for
the same or an exemption therefrom, or otherwise sold in reliance on
Rule 144. Proceeds from all sales of unregistered securities
referred to above have been used for working capital. None of the
proceeds has been used to compensate officers or directors of the
Registrant.
Pursuant to the above, the Registrant has issued in the last three
years an aggregate of 1,790,674 unregistered common shares to certain
management persons of the Registrant or its subsidiaries or persons
associated with the Registrant on a contract basis, each of whom file
the requisite forms where applicable.
ITEM 11. DESCRIPTION OF SECURITIES
The authorized capital stock of the Registrant consists of 100,000,000
common voting shares, par value $.001 per share. As of December 31,
1996 there were 46,099,092 common shares issued and outstanding.
The Registrant has also authorized the issuance of 1,000,000 shares
of preferred non-voting stock at par value $.01 per share and 100,000
shares of preferred non-voting stock at par value $10.00 per share.
As of the Registrant's yearend, December 31, 1996, there were 85,217
$.01 preferred shares issued and outstanding and 20,000 $10.00
preferred shares issued and outstanding.
</TABLE>
<TABLE>
RECENT SALES OF UNREGISTERED SECURITIES - COMMON (SB ITEM 701)
<CAPTION>
DATE NAME TITLE AMOUNT PRICE CASH PD. SERVICES
<S> <C> <C> <C> <C> <C> <C>
10/10/96T. Campbell Common 80,000 $0.05 $4000
H. Tafesh Common 1,753 $0.15
H. Tafesh Common 4,870 $0.10
A. Mintz Common 226,507 Services
9/20/96R. Best Common 2,000 $0.10 $200
J. Aitken Common 50,000 Board Mmbrshp
J. Dyson Common 50,000 Board Mmbrshp
K. Segel Common 50,000 Board Mmbrshp
L. Nolan Common 2,000 $0.10 $200
3/26/97W. Hinckley Common 90,000
C. Lemone Common 25,000
3/12/96C. Cosgray Common 20,000
S. Korniczky Common 10,000
2/5/96S. Tenen Common 2,500 $0.04 $100
1/23/96M&D Productions Prfrrd 15,000 Prch/Ftre Film
1/5/96R. Whitmer Common 5,000 $0.05 $250
P. Langwald Common 16,667 $0.03 $500
12/29/95M&D Productions Common 260,000 Prch/Ftre Film
11/21/95J. Goltara Common 10,000 Internship
A. Webb Common 165,000 Prch/9 TV Prgm
L. Kerr Common 10,000 Prch/9 TV Prgm
E. Crow Common 3,000 $0.05 $150
W. Hinckley Common 50,000 Acqstn/Cnslttn
11/10/95K. Segel Common 50,000 Board Mmbrshp
10/27/95B. Patnoe Common 20,000 $0.05 $1000
F. Hermosa Common 10,000 $0.05 $500
S. Olen Common 1,000 $0.10 $100
M. Langwald Common 500 $0.10 $50
T. Helton Common 5,000 $0.05 $250
9/19/95T. Campbell Common 20,000 $0.05 $1,000
L. Taines Common 1,000 $0.05 $50
5/8/95J. Mariante Common 20,000 Internship
N. Louis Common 25,000 Acctg Cnslttn
4/13/95A. Jacobson Common 100,000 $0.05 $5,000
4/7/95N. Sullivan Common 50,000 PR Cnslttn
D. Diemert Common 20,000 $0.05 $1,000
3/9/95Pac.Prop.Prtctn Common 40,000 $0.05 $2,000
L. Phillips Common 40,000 $0.05 $2,000
C. Levy Common 6,000 $0.05 $300
3/3/95C. Newirth Common 125,000 Board Mmbrshp
2/7/95Pac.Prop.Prtctn Common 20,000 $0.05 $1,000
S. Korniczky Common 20,000 $0.05 $1,000
R. Stapp Common 40,000 $0.05 $2,000
D. Lis Common 40,000 $0.05 $2,000
12/31/94J. Foley Common 50,000 Board Mmbrshp
L. Epstein Common 360,000 Lgl Cnsltatn
D. Maggot Common 10,000 $0.05 $500
L. O'Neil Common 25,000 Advsry Brd
Mmbrshp
B. Patnoe Common 250,000 Administrtve
Asstnce
K. Segel Common 100,000 Board Mmbrshp
R. Capps, Jr. Common 150,000 Board Mmbrship
12/30/94B. Patnoe Prfrred 5,000 $0.20 $1,000
P. Langwald Trust Prfrred 2,500 $0.20 $500
12/11/94K. Segel Common 50,000 Board Mmbrshp
11/25/94J. Diamond Common 25,000 Advsry Brd
Mmbrshp
11/18/94J. Crow Common 20,000 Intrnshp
R. Crow Common 6,000 $0.05 $300
N. Baron Common 100,000 Board Mmbrshp
R. Allen Common 25,000 Pblc Rltns
Cnslttn
J. Mariante Common 20,000 Intrnshp
J. Cleveland Common 40,000 $0.05 $2,000
10/14/94Webb Flms Intl Common 125,000 Mktg/Dstrbtn
10/10/94Pacific Prop Common 60,000 $0.05 $3,000
9/14/94L. Phillips Common 120,000 $0.05 $6,000
K. Inglis Common 20,000 $0.05 $1,000
9/13/94B. Patnoe Prfrrd 50,000 Admin. Cnslttn
K. Luber Prfrrd 1,000 Subs. Offcr
Mmbrshp
7/5/94R. Day Common 25,000 Sec. Cnslttn
J. Brown Common 25,000 Advrtsng Cnslttn
5/19/94Uptic Invstmt Common 1,200,000 Letter of Credit
3/26/94J. Hanks Common 200,200 $0.05 $10,010
1/28/94F/A Olson Common 20,000 $0.05 $1,000
S. Olson Common 20,000 $0.05 $1,000
</TABLE>
DIVIDEND RIGHTS
Holders of shares of common voting stock of the Registrant are
entitled to receive, out of funds legally available, such dividends
as may be declared by the Registrant's Board of Directors. The
Registrant, as of the date hereof, cannot forecast with any certainty,
when and if any dividends will be paid, although the Registrant does
not anticipate paying any dividends prior to its year ended December
31, 1996 or in the foreseeable future.
VOTING RIGHTS
Holders of shares of the common voting stock are entitled to one (1)
vote per outstanding share held on each matter submitted to a vote at
a meeting of shareholders. Each holder may exercise such vote either
in person or by a properly executed proxy. Holders of a majority of
the shares issued and outstanding, present in person or by proxy,
constitute a quorum for shareholders meetings. Except with respect to
amending the Articles of Incorporation, which requires an affirmative
vote of a majority of the Registrant's shares issued and outstanding,
other matters to be acted upon by shareholders at any meeting of the
shareholders require the affirmative vote of a majority of the
shareholders voting in person or by proxy, provided a quorum, as
defined above, is established. The holders of the common stock of the
Registrant are not entitled to cumulative voting in election of
Directors, and shareholders are denied any preemptive rights. Certain
extraordinary matters require more than a majority vote as explained
under "Miscellaneous" below.
LIQUIDATION RIGHTS
In the event of any distribution of all of the assets of the
Registrant, upon a liquidation, dissolution or winding up of the
Registrant, voluntary or involuntary, after payment of the full
preferential amounts to which the holders of the Preferred Stock are
entitled, the holders of the Common Stock are ratably entitled to
receive all of the remaining assets of the Registrant in proportion
to the number of shares held by them respectively. If the assets
distributable in respect thereof are less than the amount necessary
to pay the holders of the Preferred Stock the full preferential amount
thereof, then the entire assets are to be distributed among the
holders of the Preferred Stock, of any and all series then
outstanding, ratably in proportion to the full preferential amounts
to which they are respectively entitled.
MISCELLANEOUS
The common stock of the Registrant has no conversion, subscription,
or sinking fund rights. All shares when issued, are fully paid,
non-assessable and not liable to further calls or assessments.
Except as set forth below in the last subparagraph of Section (10)
Article III of the Articles of Incorporation of the Registrant, the
affirmative vote or consent of the holders of 60% of all classes of
stock of the Registrant entitled to vote in elections of directors,
considered for the purposes of that Section (10) as one class, are
required to (a) for the adoption of any agreement for the merger or
consolidation of the Registrant with or into any other Affiliated
Entity (as defined below); or (b) to authorize any liquidating
distribution, sale, lease, exchange, mortgage or pledge or other
disposition of all or any substantial part of the assets of the
Registrant to any Affiliated Entity; or (c) to authorize any transfer,
sale lease, exchange, mortgage or pledge or other disposition of all
or any substantial part of the assets of the Registrant to any
Affiliated Entity; or (d) to authorize any transfer, sale or lease by
an Affiliated Entity to the Registrant or any subsidiary thereof in
exchange for cash, securities or other assets (except cash, securities
or other assets having an aggregate fair market value of less than
$2,000,000). Such affirmative vote or consent required by that
Section shall be in addition to the vote or consent of the holders of
the stock of the Registrant otherwise required by law or any agreement
between the Registrant and any national securities exchange. For the
purposes of that Section, the term "Affiliated Entity" means any
corporation, person or other entity that, as of the record date for
the determination of shareholders entitled to notice thereof and to
vote thereon or consent thereto, is the beneficial owner, directly or
indirectly, of more than 5% of the outstanding shares of stock of the
Registrant entitled to vote in elections of directors (considered for
the purposes of that Section (10) as one class).
For the purposes of that Section (10): (A) any corporation, person or
other entity is deemed to be the beneficial owner of any shares of the
capital stock of the Registrant, (i) which it has the right to acquire
pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise; or (ii) which are beneficially
owned, directly or indirectly (including shares deemed owned through
application of clause (i) above), by any other corporation, person or
entity which is its "affiliate" or "associate" as those terms are
defined in Regulation C under the Securities Act of 1933, as amended;
or (iii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clause (9)
above) by any other corporation, person or entity with which it or its
"affiliate" or "associate" (as defined above) has any agreement,
arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of stock of the Registrant; and (B) the
outstanding shares of any class of stock of the Registrant shall
include shares deemed owned through application of clauses (i), (ii)
and (iii) above but shall not include any other shares which may be
issuable pursuant to any agreement, or upon exercise of conversion
rights, warrants or options, or otherwise.
The Board of Directors has the power and duty to determine for the
purposes of that Section (10), on the basis of information known to
the Registrant, whether: (i) such other corporation, person or other
entity beneficially owns more than 5% of the outstanding shares of
stock of the Registrant entitled to vote in elections of directors and
therefore is an Affiliated Entity for purposes of this Section; (ii)
a corporation, person or entity is an "affiliate" or "associate" (as
defined above) of another; (iii) the cash, securities or assets being
transferred by the Registrant, or any subsidiary thereof, have an
aggregate fair market value of less than $2,000,000; and (iv) the
memorandum of understanding referred to below is substantially
consistent with the transaction covered thereby. Any such
determination shall be conclusive and binding for all purposes of that
Section (10).
The provisions of that Section (10) are not applicable to: (i) any
merger or consolidation of the Registrant with or into any Affiliated
Entity; or (ii) any liquidating distribution, sale, lease, exchange,
mortgage or pledge or other disposition of all or any substantial part
of the assets of the Registrant to any Affiliated Entity; or (iii) any
transfer, sale or lease to the Registrant or any subsidiary thereof
from an Affiliated Entity, in exchange for cash, securities or other
assets if, in each case set forth in clause (i), (ii) or (iii) above,
the Board of Directors of the Registrant has, by resolution,
unanimously approved a memorandum of understanding with such
Affiliated Entity with respect to and substantially consistent with
such transaction prior to the time that such transaction is submitted
to the shareholders for their approval. The provisions of that
Section (10) are also not applicable to any merger or consolidation of
the Registrant with, or any liquidating distribution, sale, lease,
exchange, mortgage or pledge to any corporation of which a majority of
the outstanding shares of all classes of stock entitled to vote in
elections of directors is owned of record or beneficially by the
Registrant and its subsidiaries.
Notwithstanding any other provision of the Registrant's Articles of
Incorporation or the form of By-Laws of the Registrant that were
adopted after incorporation hereunder (and in addition to any other
vote that may be required by statute, stock exchange regulations, the
Articles of Incorporation or such By-Laws of the Registrant), the vote
of the holders of 60% of all classes of stock of the Registrant
entitled to vote in elections of directors (considered for this
purpose as one class) shall be required to amend, alter, change,
repeal or adopt new provisions of the Articles or By-Laws affecting
Article I, Sections 2,3; Article II, Sections 2, 3, 6, 11, 14; Article
IV, Section 7; and Article IX of such By-Laws of the Registrant, and
Article III, Sections (2)(C), (10) and (11) or Article VII, Sections
(6), (7), (8), (9) and (10) of the Articles of Incorporation except
that if such amendment, alteration, change or repeal or adoption of
new provisions in the Articles or the By-Laws shall be submitted to
the shareholders with the unanimous recommendation of the entire Board
of Directors, such provisions may be amended, altered, changed,
repealed or new Articles or By-Laws adopted or repealed by affirmative
vote of the holders of majority of all classes of stock of the
Registrant entitled to vote in elections of directors (considered for
this purpose as one class).
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
No director of the Registrant shall be personally liable to the
Registrant or any stockholder for monetary damages for breach of
fiduciary duty as a director, except for any matter in respect of
which such director shall be liable under applicable state law or any
amendments thereto or successor provision thereto or shall be liable
by reason that in addition to any and all other requirements or such
liability, he/she: (i) shall have breached his/her duty of loyalty to
the Registrant or its stockholders; (ii) shall not have acted in good
faith or, in failing to act, shall not have acted in good faith; (iii)
shall have acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a
manner involving intentional misconduct or a knowing violation of law;
or (iv) shall have derived an improper personal benefit.
Neither the amendment nor repeal of that article, nor the adoption of
any provision of the Certificate of Incorporation inconsistent with
that article shall eliminate or reduce the effect of that article in
respect of any matter occurring, or any cause of action, suit or claim
that, but for this article would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
ITEM 13. FINANCIAL STATEMENTS
The audited consolidated balance sheet of the Registrant for its years
ended December 31, 1996, and 1995 and the related consolidated
statements of operations, stockholders' equity and cash flows for the
years ended December 31, 1996 and 1995 are submitted herewith. Also
submitted herewith are the Registrant's unaudited financial statements
which includes a balance sheet for its most recent first 3 quarters of
1997, together with the statements of income and cash flows. The
Registrant has historically maintained audited financial statements
including balance sheets, statements of operations, cash flows, and
stockholder's equity since 1983 which are available for review.
(STRIKEOUT)From 1983 through 1989, the Registrant's independent
auditors were Jensen & Haney, P.C. and from 1989 through 1994, the
Registrant's independent auditors were Charles R. Krafft &
Associates.(/STRIKEOUT) The index setting forth the page numbers for
the foregoing financial statements is found under "Item 15. Financial
Statements, Accompanying Notes and Exhibits."
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(A) INDEX TO FINANCIAL STATEMENTS
DESCRIPTION PAGE
Report of Independent Auditor
Consolidated Balance Sheet - 12/31/96, 12/31/95
and unaudited balance sheet for first 3 quarters, 1997
Consolidated Statement of Operations - 12/31/96, 12/31/95
and unaudited Statement of Operations for 12/31/97
Consolidated Statement of Stockholders' Equity - 12/31/96, 12/31/95
Consolidated Cash Flows - 12/31/96, 12/31/95
and unaudited Statement of Cash Flows for 12/31/97
Notes to Consolidated Financial Statements - 12/31/96
Catalog inventory of documentary/docudrama/screenplay/
teleplay acquisitions from G.L. Productions Inc.
dated March 18, 1981
Catalog inventory of feature film/television
production acquisitions from Presidio Productions Inc.
dated November 29, 1991
Report of Independent appraiser catalog inventory dated August 19,
1994
(B) EXHIBIT TABLE - THE FOLLOWING EXHIBITS ARE FILED AS A PART OF THE
REGISTRATION FORM 10-SB GENERAL REGISTRATION STATEMENT
2.1 Acquisition agreement as between Predecessor (World Wide Motion
Pictures) and G.L. Productions Inc., dated March 18, 1981
2.2 Agreement, Press Release (11-26-83), and Plan of Reorganization
dated October 14, 1983, and Notice and Proxy Statement dated January
20, 1984, as between Registrant and Predecessor
3.0 Articles of Incorporation of Registrant (Juggernaut Energy
Corporation) dated February 7, 1980
3.1 Certificate (Utah) of Incorporation of Registrant, dated February
7, 1980
3.2 Certificate of Amendment to the Articles of Incorporation of
Registrant dated March 6, 1980
Offering Circular of Registrant dated April 10, 1980
15c2-11 of Registrant dated October 9, 1981
Opinion of counsel regarding interstate sale of Registrant common
stock
3.3 Amendment to Articles of Inc. of Registrant (National Power
Corporation, formerly Juggernaut Energy Corporation) dated November
19, 1981 filed December 8, 1981
(Change in name, shares, authorized, and par value)
3.4 Certificate (Utah) of Amendment to the Articles of Incorporation
Registrant dated December 8, 1981
3.5 Articles of Incorporation Predecessor dated October 1, 1980
3.6 Certificate (Michigan) of Articles of Incorporation of
Predecessor dated December 9, 1980
3.7 By-laws of Predecessor dated December 9, 1980
3.8 Certificate (Michigan) and Amendment to Articles of Incorporation
of Predecessor dated December 8, 1983
3.9 Articles of Incorporation of Predecessor (WWMP, Inc.) dated
February 6, 1984
3.10 Certificate (Michigan) of Articles of Incorporation of
Predecessor dated February 9, 1984
3.11 Action of Sole Incorporator of WWMP, Inc. dated February 9, 1984
3.12 Articles of Merger of the National Power Corporation, a Utah
corporation, and WWMP, Inc., a Michigan corporation dated February 10,
1984
3.13 Certificate (Michigan) of Merger by and between the Registrant,
a Utah corporation and Predecessor, a Michigan corporation dated March
6, 1984
3.14 Certificate (Utah) of Merger (Utah) by and between Registrant, a
Utah corporation and Predecessor, a Michigan corporation dated March
19, 1984
3.15 Certificate (Michigan) of Merger of WWMP, Inc. and name change to
World Wide Motion Pictures Corporation by and between Registrant dated
February 10, 1984
3.16 Amendments to the Bylaws and Articles of Incorporation of
Registrant dated April 4, 1987
10.1 Agreement as between the Registrant and Paul Alex Productions
dated November 28, 1983
10.2 Agreement as between the Registrant and G.O.D. Entertainment/The
Pitch Limited dated March 26, 1987
10.3 Agreement as between the Registrant and United Development
Industries/Topper Ltd. dated May 19, 1987
10.4 Agreement as between the Registrant and Pacific Film Group dated
April 11, 1990
10.5 Agreement as between the Registrant and Tagerick Films dated
September 6, 1990
10.6 Agreement as between the Registrant and J.O.E. Productions dated
October 21, 1991
10.7 Agreement as between the Registrant and Presidio Productions
dated November 29,1991
10.8 Agreement as between the Registrant and Webb Films International
dated June 22, 1992
10.9 Agreement as between the Registrant and Pacific Film Group dated
July 9, 1992
10.10 Agreement as between the Registrant and Lance Matthews dated May
8, 1993
10.11 Agreement as between the Registrant and Media One Broadcasting
dated August 23, 1994
10.12 Agreement as between the Registrant and Pacific Pictures dated
October 14, 1994
10.13 Huntington Seacliff Corporation, Lease dated January 25, 1985
10.14 Employment Contract - Paul D. Hancock
10.15 Employment Contract - A. Robert Sobolik
10.16 Employment Contract - Larry Epstein
10.17 Employment Contract - John R. Woodward
10.18 Employment Contract - James J. Aitken
10.19 Employment Contract - George T. Lindsey
10.20 Employment Contract - John Levingston
10.21 Employment Contract - Brian J. Patnoe
10.22 Employment Contract - David A. Toma
21.0 Subsidiaries of the Registrant
Articles of Incorporation of World Wide Film and Television Institute
dated May 25, 1993
Articles of Incorporation of WWMPC Environmental Services Corporation
dated May 25, 1993
99.0 LETTER OF CREDIT
REED & TAYLOR
CERTIFIED PUBLIC ACCOUNTANTS
PROFESSIONAL CORPORATION
561 E. JEFFERSON AVE.
DETROIT, MI 48226-4324
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and Board of Directors
World Wide Motion Pictures Corporation
We have audited the accompanying consolidated balance sheets of World
Wide Motion Pictures Corporation and subsidiaries as of December 31,
1996 and 1995, and the related statements of income, stockholders'
equity, and cash flows for the years then ended. These financial
statements and accompanying notes are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above and accompanying notes present fairly, in all material respects,
the financial position of World Wide Motion Pictures Corporation and
subsidiaries as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
Reed & Taylor, CPAs, P.C.
Reed & Taylor, CPAs, P.C.
Detroit, Michigan
June 30, 1997
<TABLE>
Unaudited Consolidated Balance Sheet
September 30, 1997
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(UNAUDITED)
Assets
<S>
<C>
Cash 69,061
Accounts Receivable 1,500
Completed Motion Pictures/
Television Productions 16,118,061
Film Properties (Screenplays/Teleplays) 1,705,467
Property, Equipment and Materials 70,937
Less Accumulated Depreciation (553,238)
Total assets $17,411,788
Liabilities
Accounts Payable 5,655
Common Stock Payable 299
Preferred Stock Payable 30
Notes Payable 16,300
Total Liabilities 22,284
Stockholder's Equity
Common Stock $.001 Par Value, 100,000,000
Shares Authorized, 46,134,592 Outstanding 46,134
Preferred Stock $.01 Par Value, 1,000,000
Shares Authorized, 105,200 Outstanding 1,052
Capital in Excess of Par Value 18,258,846
Retained earnings (deficit) (916,528)
Total Stockholder's Equity $17,389,504
Total Liabilities and Stockholder's Equity $17,411,788
</TABLE>
<TABLE>
Consolidated Statement of Income
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION
CONSOLIDATED STATEMENT OF INCOME
SEPTEMBER 30, 1997
(UNAUDITED)
<S> <C>
Revenues $ (100,082)
Operating Expenses
Cost of Productions
Administrative 13,385
Depreciation
Total Operating Expense 13,385
Net Income (Loss) $ (113,467)
</TABLE>
<TABLE>
Consolidated Statement of Cash Flows
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
SEPTEMBER 30, 1997
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities
Net income (deficit) $(113,467)
Adjustments to reconcile net income to net
cash provided by operating activities:
Decrease in customer deposit $(115,000)
(Increase) in accounts receivable 5,749
Net cash provided by operating activities $109,251
Cash flows from investing activities:
Purchase of Assets $ -
Net cash provided by investing activities $ -
Cash flows from financing activities:
Proceeds from issuance of preferred and
common stock $ 95,462
Net cash flow provided by financing activities $ 95,462
Net increase in cash and cash equivalents $(127,257)
Cash and cash equivalents - beginning of year $196,318
Cash and cash equivalents - end of year $ 69,061
</TABLE>
<TABLE>
Consolidated Balance Sheets
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 and 1995
Assets
1996 1995
<S> <C> <C>
Cash 196,318 12,298
Accounts Receivable 1,500 1,500
Completed Motion Pictures/
Television Productions 16,118,061 16,116,258
Film Properties (Screenplays/Teleplays) 1,680,967 1,680,472
Property and Equipment 46,437 46,437
Other Assets 49,000 49,000
Less Accumulated Depreciation (553,238) (246,543)
Total assets $17,539,045$17,659,422
Liabilities
Current liabilities
Common Stock Payable 205 272
Preferred Stock Payable 30 30
Notes Payable 16,300 16,300
Total Liabilities 16,535 16,602
Stockholder's Equity
Common Stock $.001 Par Value, 100,000,000
Shares Authorized, 46,099,592 Outstanding 46,099 45,463
Preferred Stock $.01 Par Value, 1,000,000
Shares Authorized, 105,200 Outstanding 1,052 1,052
Capital in Excess of Par Value 18,163,219 18,156,047
Retained earnings (deficit) (668,060) (559,742)
Total Stockholder's Equity $17,522,510$17,642,820
Total Liabilities and
Stockholder's Equity $17,539,045$17,659,422
<FN>
<F1>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>
<TABLE>
Consolidated Statements of Income
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
DECEMBER 31, 1996 and 1995
1996 1995
<S> <C> <C>
Revenues $75,000 $71,000
Operating expenses:
Administrative 11,623 14,937
Depreciation 306,695 240,707
Total operating expense 318,318 255,644
Net income (loss) $(243,318)$(184,644)
Earnings available to common stockholders $(243,318)$(184,644)
Earnings per common share $ 0 $ 0
<FN>
<F1>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>
<TABLE>
Consolidated Statement of Cash Flows
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
DECEMBER 31, 1996
1996
<S> <C> <C>
Cash flows from operating activities
Net income (deficit) $ (243,318)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation $ 306,695
(Increase) in accounts receivable 115,000
(Decrease) Increase in accounts payable (67)
Net cash provided by operating activities $ 421,628
Cash flows from investing activities:
Purchase of Assets $ (2,298)
Net cash provided by investing activities $(2,298)
Cash flows from financing activities:
Proceeds from issuance of preferred and
common stock $ 8,008
Net cash flow provided by financing activities $ 8,008
Net increase in cash and cash equivalents $ 184,020
Cash and cash equivalents - beginning of year $ 12,298
Cash and cash equivalents - end of year $ 196,318
<FN>
<F1>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>
<TABLE>
Stockholders Equity
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
DECEMBER 31, 1995 AND 1996
STOCK AMT ADDITIONAL RETAINED TOTAL
COMMON PREFERRED (P/V) PAID IN CAPITAL EARNINGS S/E
<S> <C> <C> <C> <C> <C> <C>
BAL,
12/31/94 44,361,765 46,700 45,414 15,650,729 (375,098) 15,321,045
NET INCOME
(LOSS) (184,644)
STOCK
ISSUED 1,101,530 58,500 1,101 2,505,318
BAL,
12/31/95 45,463,295 105,200 46,515 18,156,047 (559,742) 17,642,820
NET INCOME
(LOSS) (128,318)
STOCK
ISSUED 636,297 0 636 7,372 (243,318)
BAL,
12/31/96 46,099,592 105,200 47,151 18,163,419 (803,060) 17,407,510
<FN>
<F1>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(To be read in conjunction with Consolidated Financial Statements for the
year ended December 31, 1996)
NOTE 1 - DESCRIPTION AND HISTORY OF THE BUSINESS.
The Company was founded in July 1977 and incorporated December 9,
1980. In March 1981, the Company acquired G.L. Productions Inc. The
acquisition was a production and distribution company for short
subjects, docudramas, documentaries and industrial films, many of
which were made in conjunction with the U.S. Government. The Company
acquired the entire film and television library and related film
production equipment. The transaction was facilitated by the exchange
of two million (2,000,000) shares of the Company's common stock for
100% of the common stock of the acquisition. The Company has also
acquired other motion picture and television productions and acquired
marketing/distribution interest in additional motion picture and
television productions. The Company's total library of live action
motion pictures and videotaped productions consists of 273 projects of
various lengths and subject matter.
In November 1983 the Company merged with the National Power
Corporation, a public corporation. The National Power Corporation's
common stock was traded on the over-the-counter market with registered
broker/dealers throughout the United States making a market in its
stock. The merger process resulted in a change in the Company's
number of shares issued, outstanding, and authorized and a change in
par value.
The Company operates several wholly-owned subsidiaries, five of which
are currently active, to facilitate the operation of its core business
and diversified enterprises. The Company has an active Board of
Directors which currently consists of seventeen members with staggered
terms, all of whom are either chairperson or a member of one or more
of the four board designated committees: executive, finance, audit,
and personnel. The Company also maintains four operating committees
including production and product development, special projects,
minorities and standards.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. Because the commercial
potential of individual motion pictures and television programming
varies dramatically, and does not bear any relationship to their
production or acquisition costs, it is impossible to predict or
project a trend of the Company's income or loss. However, the
likelihood of the Company reporting losses in the short term is
increased by the industry's method of accounting which requires the
immediate recognition of the entire loss (through increased
amortization) in instances where a motion picture or television
program produced is not expected to recover the Company's investment.
On the other hand, the profit from a successful motion picture or
television program is deferred and recognized over the entire period
that revenues are generated by that motion picture or television
program. This method of accounting may also result in significant
fluctuations in reported income or loss, particularly on a quarterly
basis, depending on the Company's release schedule and the performance
of individual motion pictures or television programs.
A significant portion of the Company's assets was purchased with the
issuance of shares of its common and preferred stock. Sixteen million
one hundred eighteen thousand and sixty one dollars ($16,118,061) of
the assets is represented by its completed film and television
library. In the absence of a consistent market for the securities
issued, the value of the films was agreed to by the sellers and the
purchaser in arms length transactions in accordance with generally
accepted accounting standards and additionally, internal evaluation
and auditing procedures. The films and television productions in the
library have uncertain future revenues that may be expected to grow or
diminish along with all of the ancillary markets. In some cases,
individual films or television productions may be timeless and
irreplaceable, in many cases their book value is almost nil having
been amortized based on revenues received several years ago and the
inability to estimate a market value or reasonable expected revenue.
The film and television inventory of the Company is regularly reviewed
and evaluated by the Company's management. Complicated accounting
principles make it difficult to discern exactly the value of the
Company's film and television library as carried on its balance sheet;
the value may be buried among films currently in release, television
productions currently in broadcast, future films and television
productions under production or development, and the ubiquitous
"other". Forecasting any film's future revenues is a difficult and
uncertain art, even for major film distributors and television
syndicators. The accounting principles in these areas leave unusual
discretion with the film company executives and often result in
"unusual" changes in individual periods. There is no generally
accepted standard for valuing motion picture and television inventory,
film and television projects in process, distribution/syndication
contracts, participation agreements, and performer and production
related contracts. FASB Statement of Financial Accounting Standards
No. 53, paragraph "Inventory Valuation", states "16. Unamortized
production and exploitation costs shall be compared with 'net
realizable value' for each reporting period on a film-by-film basis;"
and in the paragraph "Net Realizable Value" it states, "Net Realizable
Value is the estimated selling price (rental value) in the ordinary
course of business less estimated cost to complete and exploit in a
manner consistent with realization of that income". The accounting
profession is currently reviewing the problem of "how to fairly report
film inventory on financial statements". Although the Company has on
its Board of Directors and professional staff personnel qualified to
estimate the value of its film and television inventory for internal
verification purposes, it retained the services of an independent
appraiser who reviewed the Company's film and television library. The
net result of this appraisal did not materially affect the Company's
balance sheet.
The Company is continually negotiating with various potential lessors
of portions of the film and television library for the implementation
of exploitation possibilities. The results of such negotiations may
materially affect the asset section of the Company's balance sheet.
The value of the film and television inventory is based on regular
review and re-evaluation by the Company's management. Full
exploitation of the Company's investment in its film inventory is
dependent on the acquisition of additional capital. The Company
depreciates each film or television program starting with its specific
exploitation.
In years prior to fiscal 1994, the Company did not charge a provision
for depreciation to expense for equipment because the cost of the
depreciable assets was considered to be immaterial in relation to the
financial statements. In 1994, the Company began to provide for such
depreciation on a straight line basis with asset lives ranging from
7-10 years. Prior accounting periods were not adjusted due to
immateriality.
The financial statements as of December 31, 1995, and for the year
then ended have been restated to increase depreciation on assets of
films which were exploited in 1995. For the year 1995, depreciation
expense was increased from $5,786 to $240,707.
NOTE 3 - TAXES
The Company presents its tax returns on an accrual basis. Certain
state and local tax filings may differ from the federal returns to
take advantage of beneficial local tax law. At December 31, 1996, the
Company and its subsidiaries have sustained a cumulative operating
loss and may offset this loss against future taxable income. The
Company does not expect to utilize the accelerated depreciation option
available under the U.S. Tax Code.
NOTE 4 - LEGAL PROCEEDINGS
As of December 31, 1996, there were no material pending legal
proceedings to which the Company was a party or to which any of its
assets was subject. However, the Company is currently in negotiations
for the reimbursement of lost material which consists of eight
videotape and 35mm film submaster copies of feature length motion
picture and television productions, owned by the Company and
maintained at a post production film and video facility. The
Company's attorneys are preparing litigation and related processes in
the event the results of the negotiations are unsatisfactory. The
Company is seeking damages in the amount of $397,500 for the loss of
its "stored material".
NOTE 5 - SUMMARY OF CORPORATE SECURITIES MATTERS AND
STOCK ISSUANCE.
Since November 1983, the Company's shares of common stock have traded
on the over-the-counter market. The Company is currently a Rule 144
Regulation D publicly-held corporation. The Company's NQB (National
Quotations Bureau) call symbol is WWMP and its Standard & Poor's Cusip
no. is 981536 10 5. The Company has advised its stockholders and the
public it expects to apply for NASDAQ quotation and/or quotations on
other exchanges. The Company's common stock is thinly traded at this
printing. The Company has previously been quoted on the OTC
(Over-The-Counter) Electronic Bulletin Board. The Company's most recent
active primary marketmaker went into bankruptcy resulting in the
Company's temporary removal from quotation. The Company is also
currently in the process of filing its Registration Statement on Form
10SB with the U.S. Securities and Exchange Commission and accordingly,
the Company files annual, periodic, and current reports required
pursuant to Section 12(g) of the Exchange Act, and it is anticipated
that substantial trading will not commence until the Commission has
reached the "no comment" stage of the filing process.
<TABLE>
The following is the Registrant's common and preferred stock
authorized and issued and outstanding.
<CAPTION>
Registrant's common and preferred stock authorized and issued and
outstanding.
SHARES COMMON STOCK:
<S> <C>
PAR .001
AUTHORIZED 100,000,000
ISSUED AND OUTSTANDING 46,099,592
SHARES PREFERRED STOCK:
<S> <C>
PAR 10.00
AUTHORIZED 100,000
ISSUED AND OUTSTANDING 20,000
PAR .01
AUTHORIZED 1,000,000
ISSUED AND OUTSTANDING 115,000
OUTSTANDING CONVERSION RATIO TO COMMON:
PAR # SHARES CONVRSN PRICE $ AMT
RATIO
<C> <C> <C> <C> <C>
<S>
1) 10.00 20,000 1:1 10.00 20,000
2) .01 717 1:20 10.00 14,340
3) .01 26,000 1:20 5.00 520,000
4) .01 15,000 1:10 5.00 150,000
5) .01 51,000 1:2 5.00 102,000
6) .01 1,000 1:20 3.00 20,000
7) .01 7,500 1:20 .10 150,000
TOTAL 121,217 CONTINGENT $976,340
</TABLE>
NOTE 6 - 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 special television
production; and World Wide Films Inc., which has just completed the
production of the feature film SHATTERED ILLUSION starring 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
generally held annually and are designed to accommodate 250 to 1000
people per event. Workshops are held in between the primary
symposiums designed to accommodate a maximum of 15 individuals. The
symposium and workshop events are further designed to be duplicated in
major cities around the country.
The Company has entered into a diversified business of providing
medical home health care and providing temporary nursing staff to
hospitals and various other health care institutions through its
subsidiary World Wide Medical Services Ltd.
NOTE 7 - SUMMARY OF STOCK OPTIONS, EMPLOYMENT CONTRACTS, ASSOCIATES,
POTENTIAL DILUTION, CONTINGENT LIABILITY AND ACCRUED PROFESSIONAL
FEES.
The Company has provisions for the issuance of options to purchase
shares of its common lettered stock and certain of its preferred stock
issued has conversion provisions wherein the holder may convert
his/her preferred shares to common lettered stock under certain
conditions. There are 105,217 shares of preferred stock outstanding
that is potentially convertible to shares of common, dependent upon
the market price of the common stock. The Company has entered into
agreements to issue its common lettered stock for certain goods and
services and arrangements beneficial to the ongoing activities of the
Company. Further, various employee contracts, non-exclusive
associates agreements, and service or purchase contracts contain
provisions for stock issuance. The Company expects to continue to
enter into such agreements subject to all applicable securities law.
The potential contingent dilution from the issuance of the above stock
is 9,498,340 shares. The Company had an unpaid contingent salary
liability to its President and Chief Executive Officer, Paul D.
Hancock. Mr. Hancock has waived this accumulated back salary of
$3,080,000. The accrued professional fees of $269,191 have been
waived by the providers of service and accounted for as contributed
capital.
NOTE 8 - NOTES PAYABLE, LETTER OF CREDIT
The note holder holding the note comprising the long-term debt has
agreed to waive payment until such time that the Company has
sufficient working capital to accomplish its objectives. The Company
was issued a standby irrevocable Letter of Credit from the Huntington
Bank, Cleveland, Ohio, in the amount of fifty thousand ($50,000). The
terms of the Huntington Bank Letter of Credit require that, if
utilized, the Company will pledge as collateral a portion of its film
and television library. If the Letter of Credit is exercised, the
resultant loan will be secured by a commensurate portion of the
Company's film and television library. The Huntington Bank terms also
provide that the Company will continue to be able to sell or lease any
portion of the library as long as it retains sufficient material to
secure any loans made as a result of the Letter of Credit. This
credit arrangement expired in February 1995 and remains available to
the company under the same above terms and conditions. The Company
currently utilizes a fifty thousand dollar ($50,000) line of credit
with the Wells Fargo Bank of California to accommodate its daily cash
flow needs and occasionally its credit lines at other financial
institutions and with its suppliers.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
as amended, the Registrant caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
WORLD WIDE MOTION PICTURES CORPORATION
By: Rodney C. Kropf
Date: December 22, 1997
Rodney C. Kropf, Chairman of the Board
By: Paul D. Hancock
Date: December 22, 1997
Paul D. Hancock, President/C.E.O. & Director
By: A. Robert Sobolik
Date: December 22, 1997
A. Robert Sobolik, Treasurer & Director
By: Larry Epstein
Date: December 22, 1997
Larry Epstein, Secretary & Director
By: John D. Foley
Date: December 22, 1997
John D. Foley, Director
By: Joseph Dyson
Date: December 22, 1997
Joseph Dyson, Director
By: Benjamin Whitfield, Jr.
Date: December 22, 1997
Benjamin Whitfield, Director
By: Charles Bailey
Date: December 22, 1997
Charles Bailey, Director
By: Philip Langwald
Date: December 22, 1997
Philip Langwald, Chairman Emeritus & Director
By: Brendan Cahill
Date: December 22, 1997
Brendan Cahill, Director
