SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
WORLD WIDE MOTION PICTURES CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement is other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
purusant to Exchange Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Fom or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
WORLD WIDE MOTION PICTURES CORPORATION
EXECUTIVE OFFICES
2120 MAIN STREET, SUITE 180
HUNTINGTON BEACH, CA 92648
Notice of Annual Meeting of Stockholders
to be held January 30, 1999
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
World Wide Motion Pictures Corporation, a Michigan corporation (the
"Company") will be held at the law offices of Dykema Gossett, 800
Michigan National Tower, Lansing, Michigan, on Saturday, January
30, 1999 at 3:00 in the afternoon, Eastern Standard Time, for the
following purposes:
1) To elect 7 directors for a term of three years and
until
their successors are duly elected and qualified. If proposal
1 (providing for the annual election of directors) is
approved, the terms of all directors will expire at the April
2002 annual meeting of shareholders. If proposal 1 is not
approved, the terms of these 7 directors will expire at such
time as their successors have been duly elected and qualify.
2) To approve an amendment to the Company's articles and
bylaws and restated certificate of incorporation for the
purpose of effecting a stock combination (reverse stock
split) pursuant to which the Company's outstanding shares of
Common Stock class of securities would be exchanged for new
shares of Common Stock in an exchange ratio to be approved
by the Board of Directors, ranging from one newly issued
share for each ten outstanding shares to one newly issued
share for each twenty outstanding shares.
3) To transact such other business as may properly come
before the Annual Meeting or any adjournment or postponements
thereof.
The presence, in person or by proxy, of the holders of a majority
of the votes entitled to be cast at the Annual Meeting is necessary
to constitute a quorum.
In accordance with the Company's Annual Meeting voting practices,
all stockholder proxies, ballots and voting materials will be
inspected and tabulated by independent inspectors of election
present at the Annual Meeting.
The Board of Directors has fixed the close of business on the 19th
day of January, 1999, as the record date for the determination of
stockholders entitled to vote at the Annual Meeting or any
adjournments or postponements thereof, and accordingly, only
stockholders of record of common stock at the close of business on
such date will be entitled to vote at said meeting.
By Order of the Board of Directors,
/S/ LARRY EPSTEIN, ESQ.
Larry Epstein, Esq., Secretary
Huntington Beach, California
January 13, 1999
NOTE: THE ANNUAL MEETING WILL START PROMPTLY AT 3:00 P.M. IN THE
AFTERNOON, EASTERN STANDARD TIME AND ALL SHAREHOLDERS ARE INVITED
TO ATTEND THE MEETING. TO AVOID DISRUPTION, ADMISSION MAY BE
LIMITED ONCE THE MEETING STARTS. PLEASE SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT TO THE COMPANY WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. ANY RECORD HOLDER WHO IS PRESENT AT THE
MEETING MAY VOTE IN PERSON INSTEAD OF BY PROXY, THEREBY CANCELING
ANY PREVIOUS PROXY. YOU MAY NOT APPOINT MORE THAN THREE PERSONS TO
ACT AS YOUR PROXY AT THE MEETING.
WORLD WIDE MOTION PICTURES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 30, 1999
- -----------------------------------------------
PROXY STATEMENT
- -----------------------------------------------
The enclosed Proxy is solicited by the Board of Directors of World
Wide Motion Pictures Corporation (the "Company"), a Michigan
corporation, for the purposes set forth in the accompanying Notice
of Annual Meeting of Shareholders and use at the Annual Meeting of
Shareholders to be held at the Law Offices of Dykema Gossett, 800
Michigan National Tower, Lansing, Michigan on January 30, 1999 at
3:00 p.m. Eastern Standard Time or at any adjournment or
adjournments thereof. This solicitation is being made by mail and
electronic transmission. The Company may also use its officers and
regular employees to solicit proxies from shareholders either in
person or by telephone, telegraph or letter without additional
compensation. The Company will pay the entire cost of
solicitation, which represents the amounts normally expended for
solicitation relating to an uncontested election of directors.
Such costs include charges from brokers and other custodians,
nominees and fiduciaries for distributing proxies and other proxy
materials to the beneficial owners of the common stock class of
securities of the Company (the "Common Stock").
The Common Stock of the Company is the only outstanding class of
voting securities. Each shareholder of record at the close of
business on January 19, 1999 (the "record date") is entitled to
vote at the meeting. As of the close of business on the record
date, the Company had 47,891,290 shares outstanding. Each share is
entitled to one vote on each of the matters to come before the
meeting and is not entitled to cumulative voting rights. A simple
majority of the outstanding shares of the Common Stock of the
Company will constitute a quorum for the meeting.
The execution of a Proxy will in no way effect a shareholder's
right to attend the Annual Meeting and vote in person. Any proxy
may be revoked at any time before it is voted by (i) filing with
the Secretary of the Company, at or before the taking of the vote
at the Annual Meeting, a written notice of revocation or a duly
executed proxy, in either case later dated than the prior proxy
relating to the same shares or (ii) attending the Annual Meeting
and voting in person (although attendance at the Annual Meeting
will not of itself revoke a proxy). Any written notice of
revocation or subsequent proxy should be sent so as to be delivered
to World Wide Motion Pictures Corporation, Executive Offices, 2120
Main Street, Suite 180, Huntington Beach, California, 92648,
Attention: Secretary, or hand delivered to the Secretary or
presiding officer, before the taking of the vote at the Annual
Meeting.
Proxies returned to the Company and properly executed will be voted
in accordance with shareholders' instructions. Shareholders are
urged to specify their choices by marking the enclosed Proxy. Any
Proxy which is not revoked and which does not otherwise indicate a
preference will be voted in favor of the nominees for director as
set forth on the attached nominee list and voted in favor of a
stock combination restructuring (reverse stock split) of the
Company's common stock class of securities. The Proxies also give
the Board of Directors discretionary authority to vote the shares
represented thereby on any matter which was not known on the date
of this Proxy Statement but may properly be presented for action at
the meeting. If any other matters are properly presented at the
annual meeting for consideration, the persons named in the enclosed
form of Proxy will have discretion to vote on those matters in
accordance with their own judgment to the same extent as the person
signing the Proxy would be entitled to vote.
The affirmative vote of a simple majority of the votes duly cast by
the holders of the Common Stock of the Company is required to
approve the election of directors as set forth on the attached
nominee list, stock combination restructuring (reverse stock split)
of the Company's Common Stock and other matters to be acted upon at
the Annual Meeting.
An abstention is deemed 'present' but is not deemed a 'vote cast.'
As a result, abstentions and broker 'non-votes' are not included in
the tabulation of the voting results on the election of directors
or issues requiring approval of a majority of the votes cast and,
therefore, do not have the effect of votes in opposition. A broker
'non-vote' occurs when a nominee holding shares for a beneficial
owner does not vote on a particular proposal because the nominee
does not have discretionary voting power on that item and has not
received instructions from the beneficial owner. Broker
'non-votes' and the shares as to which a shareholder abstains are
included in determining whether a quorum is present.
In accordance with the Company's bylaws, the Annual Meeting may be
adjourned or postponed, including by the Chairman, in order to
permit the solicitation of additional Proxies.
BUSINESS AT THE ANNUAL MEETING
At the annual meeting, the Company's shareholders will consider and
vote upon the following matters:
1. To elect 7 directors to the Board of Directors with a term
ending at the 2002 annual meeting (see attached nominee list).
2. To propose an amendment to the Company's Articles of
Incorporation and restated Certificate of Incorporation to effect
a stock combination restructuring (reverse stock split) of the
Company's common stock class of securities pursuant to which the
Company's outstanding shares of the Common Stock would be exchanged
for new shares of the Common Stock in an exchange ratio to be
approved by the Board of Directors, ranging from one newly issued
share for each ten outstanding shares to one newly issued share for
each twenty outstanding shares (the "reverse split proposal")(see
"Purposes of Reverse Split" below), and
3. To transact such other business as may properly come before the
annual meeting and any adjournments or postponements thereof.
Unless contrary instructions are indicated on the enclosed Proxy,
all shares represented by valid proxies received pursuant to this
solicitation (and which have not been revoked in accordance with
the procedures set forth in this Proxy Statement) will be voted in
favor of each of the following:
(i) The election of the 7 nominees for director nominated by the
Board of Directors as described in this Proxy Statement; and
(ii) approval of the stock combination restructuring reverse split
proposal.
In the event a shareholder specifies a different choice by means of
the enclosed Proxy, his or her shares will be voted in accordance
with the specifications so made.
PROPOSAL TO AMEND ARTICLES OF INCORPORATION AND RESTATED
CERTIFICATE OF INCORPORATION
On September 24, 1998, the Company's Board of Directors adopted
resolutions, ((a) to amend Article 3 of the Articles of
Incorporation to add Section (12) the Board of Directors may effect
a stock combination restructuring (reverse stock split) of the
corporation's outstanding shares of common stock class of
securities if the Board of Directors in their sole judgment believe
such restructuring is in the best interest of the corporation; and
(b) file the foregoing amendment with the State of Michigan
Securities Bureau to restate the company's certificate of
incorporation') subject to approval by the Company's shareholders,
to amend the Company's Restated Certificate of Incorporation and
Articles of Incorporation (the "Amendment") to: (i) effect a stock
combination restructuring (reverse stock split) of the Company's
outstanding shares of the Common Stock (the "Reverse Split"), and
(ii) to provide for the payment of cash in lieu of fractional
shares otherwise issuable in connection therewith. The Reverse
Split will not change the number of the Company's authorized
shares.
If the Reverse Split is approved, the Company's Board of Directors
will have authority, without further shareholder approval, to
effect the Reverse Split pursuant to which the Company's
outstanding shares (the "Old Shares") of Common Stock would be
exchanged for new shares (the "New Shares") of Common Stock in an
exchange ratio to be approved by the Board of Directors, ranging
from one New Share for each ten Old Shares to one New Share for
each twenty Old Shares. The number of Old Shares for which each
New Share is to be exchanged is referred to as the "Exchange
Number." The Exchange Number may, within such range, be a whole
number or a whole number and fraction of a whole number. The
Reverse Split will be effected simultaneously for all outstanding
Common Stock of the Company and the Exchange Number will be the
same for all outstanding Common Stock of the Company.
In addition, the Company's Board of Directors will have the
authority to determine the exact timing of the effective date of
the Reverse Split, which may be any time prior to June 30, 1999,
without further shareholder approval. Such timing and Exchange
Number will be determined in the judgment of the Board of
Directors, with the intention of maximizing the Company's ability
to be in compliance with the listing and maintenance requirements
of the Nasdaq Stock Market, Inc. ("NASDAQ") and/or other national
and regional exchanges and other intended benefits of the Reverse
Split to shareholders and the Company. See "Purpose of the Reverse
Split" below.
The Board of Directors also reserves the right, notwithstanding
shareholder approval and without further action by shareholders, to
not proceed with the Reverse Split, if, at any time prior to filing
the Amendment with the Securities Bureaus of the State of Michigan,
the Board of Directors, in its sole discretion, determines that the
Reverse Split is no longer in the best interests of the Company and
its shareholders. The Board of Directors may consider a variety of
factors in determining whether or not to implement the Reverse
Split and in determining the Exchange Number including, but not
limited to, overall trends in the stock market, future changes and
anticipated trends in the per share market price of the Company's
Common Stock, business and transactional developments, and the
Company's actual and projected financial performance.
The Reverse Split will not change the proportionate equity
interests of the Company's shareholders, nor will the respective
voting rights and other rights of shareholders be altered, except
for possible immaterial changes due to the Company's purchase of
fractional shares. The Common Stock of the Company which is issued
pursuant to the Reverse Split will remain fully paid and
non-assessable. The Company will continue to be subject to the
reporting requirements of the Securities Exchange Act of 1934.
PURPOSES OF THE REVERSE SPLIT
The purpose for the stock combination restructuring (reverse stock
split) of the Common Stock of the Company is to reduce the number
of issued and outstanding shares presently in the hands of security
holders, and thereby create a more manageable and effective capital
structure of the Company. The proposed stock combination
restructuring (reverse stock split) of shareholders Common Stock of
the Company, Item 2 on the Proxy (for example if effected at a 10:1
ratio) will result in a reduction of the issued and outstanding
shares of Common Stock of the Company to 4,703,379 shares with a
par value of .01 per share (present issued and outstanding number
of shares of Common Stock of the Company are 47,033,790, with a par
value of .001 per share). Total book value does not change,
however the per share value changes. The per share book value will
be greater than the per share book value prior to the stock
combination restructuring (reverse stock split) of common stock.
The Board of Directors believes that there will be no material
differences concerning operations of the Company that will result
from the stock combination restructuring of the Common Stock of the
Company as described herein. There will be no arrears in dividends
or as to defaults in principal or interest in respect to the
outstanding securities which are to be exchanged.
Upon effectiveness of the Reverse Split, it is the Board of
Director's intention that the Common Stock of the Company be quoted
on NASDAQ's National Market System (NASDAQ/NMS) and/or other
national and regional exchanges. In order for the Common Stock of
the Company to be quoted on NASDAQ and/or other national and
regional exchanges, the Company and its Common Stock are required
to comply with various listing and maintenance standards
established by the exchanges.
Furthermore, the Company believes that listing on NASDAQ/NMS and/or
other national and regional exchanges may provide the Company with
a broader market for its Common Stock and more greatly facilitate
the use of the Common Stock in acquisitions and financing
transactions in which the Company may engage. There can be no
assurance that, even after effectuating the Reverse Split, the
Company will meet and maintain the minimum bid price and otherwise
meet any other of the requirements of various exchanges for
continued inclusion for trading on the exchanges.
<TABLE>
Certain Effects Of The Reverse Split
<CAPTION>
The following tables illustrate the principal effects of the
Reverse Split on the Company's Common Stock:
After 1-for-10 After 1-for-15 After 1-for-20
Reverse Stock Reverse Stock Reverse Stock
Split Split Split
<S> <C> <C> <C>
Number of Shares
Common Stock:
Authorized 100,000,000 100,000,000 100,000,000
Outstanding (1) 4,703,379 3,135,586 2,351,690
Available for Future Issuance (2)
95,296,621 96,864,414 99,648,310
Financial Data: (3)
Stockholder's Equity:
Common Stock
$ 47,034 31,356 23,517
Additional Paid-in Capital
$ 14,350,994 14,350,994 14,350,994
Accumulated Deficit
$ 967,140 967,140 967,140
Total Stockholder's Equity
$ 13,454,607 13,454,607 13,454,607
<FN>
<F1>
Gives effect to the Reverse Split as if it occurred on the Record
Date, subject to adjustment resulting from the repurchase of
fractional shares.
Upon effectiveness of the Reverse Split, each option right would
entitle the holder to acquire a number of shares equal to the
number of shares which the holder was entitled to acquire prior to
the Reverse Split multiplied by the Exchange Number.
<F2>
Upon effectiveness of the Reverse Split, the number of authorized
shares of Common Stock that are not issued or outstanding would
increase depending on the Exchange Number, as reflected in this
table. Although this increase could, under certain circumstances,
have an anti-takeover effect (for example, by permitting issuances
which would dilute the stock ownership of a person seeking to
effect a change in the composition of the Board of Directors or
contemplating a tender offer or other transaction for the
combination of the Company with another company), the Reverse Split
Proposal is not being proposed in response to any effort of which
the Company is aware to accumulate the Company's shares of Common
Stock or obtain control of the Company, nor is it part of a plan by
management to recommend a series of similar amendments to the Board
of Directors and shareholders. Other than the Reverse Split
Proposal, the Board of Directors does not currently contemplate
recommending the adoption of any other amendments to the Company's
Certificate of Incorporation and Articles of Incorporation that
could be construed to affect the ability of third parties to take
over or change control of the Company.
<F3>
Balance sheet data gives effect to the Reverse Split as if it
occurred on December 31, 1997, subject to adjustment resulting from
the repurchase of fractional shares, exercise of stock options or
issuance of Rule 144, Regulation D stock.
</FN>
</TABLE>
Shareholders should recognize that if the Reverse Split is
effectuated they will own a fewer number of shares than they
presently own (a number equal to the number of shares owned
immediately prior to the filing of the Amendment divided by the
Exchange Number) but that the total value, minus any cash buyout
for fractional shares, will be equal to the total value prior to
the Reverse Split. While the Company expects that the Reverse
Split will result in an increase in the market price of the Common
Stock, there can be no assurance that the Reverse Split will
increase the market price of the Common Stock by a multiple equal
to the Exchange Number or result in the permanent increase in the
market price (which is dependent upon many factors, including the
Company's performance and prospects). Also, should the market
price of the Company's Common Stock decline, the percentage decline
may be greater than would pertain in the absence of a Reverse
Split. Furthermore, the possibility exists that liquidity in the
market price of the Common Stock could be adversely affected by the
reduced number of shares that would be outstanding after the
Reverse Split. In addition, the Reverse Split will increase the
number of shareholders of the Company who own odd lots (less than
100 shares). Shareholders who hold odd lots typically will
experience an increase in the cost of selling their shares, as well
as greater difficulty in effecting such sales. Consequently, there
can be no assurance that the Reverse Split will achieve the desired
results that have been outlined above.
PROCEDURE FOR EFFECTING REVERSE SPLIT AND EXCHANGE NUMBER
If the Amendment is approved by the Company's shareholders, and if
the Board of Directors still believes that the Reverse Split is in
the best interests of the Company and its shareholders, the Company
will file the Amendment with the Securities Bureau of the State of
Michigan at such time as the Board of Directors has determined the
appropriate Exchange Number and the appropriate effective time for
such split. The Board of Directors may delay effecting the Reverse
Split until June 30, 1999 without re-soliciting such shareholder
approval. The Reverse Split will become effective on the date of
filing the Amendment (the 'Effective Date'). Beginning on the
Effective Date, each certificate representing Old Shares will be
deemed for all corporate purposes to evidence ownership of New
Shares; therefore, it will not be necessary to forward a
certificate representing the Old Shares to the Company for
replacement.
As soon as practicable after the Effective Date, shareholders will
be notified that the Reverse Split has been effected and of the
exact Exchange Number. Concurrently, with the calculation of the
Exchange Number, the Company will apply for the reissuance of a
separate and distinct CUSIP NO. from the NASD (National Association
of Securities Dealers) identifying the Exchange Number and issuable
Common Stock of the Company. At the time of new CUSIP NO.
issuance, the Company's transfer agent and registrar will be
officially notified and supplied with a list of all of the
individual, recalculated holdings of each individual shareholder.
The Exchange Number sequence of events will help ensure accurate
and expedient transactions when altering a certificate(s) for any
reason.
FRACTIONAL SHARES
No scrip or fractional certificates will be issued in connection
with the Reverse Split. Shareholders who otherwise would be
entitled to receive fractional shares because they hold a number of
Old Shares not evenly divisible by the Exchange Number, will be
entitled to a cash payment in lieu thereof at a price equal to the
fraction to which the shareholder would otherwise be entitled
multiplied by the closing price of the Common Stock on the last
trading day prior to the Effective Date (or if such price is not
available, the average of the last bid and ask prices of the Common
Stock on such day, book value or other price determined by the
Board of Directors). The ownership of a fractional interest will
not give the holder thereof any voting, dividend, or other rights
except to receive payment therefor as described herein. Checks
representing fractional share cash payments will be mailed to
shareholders at their address of record on the Effective Date.
Shareholders should be aware that, under the escheat laws of the
various jurisdictions where shareholders reside, where the Company
is domiciled, and where the funds will be deposited, sums due for
fractional interests that are not timely claimed after the
Effective Date may be escheated by the Company for each such
jurisdiction, unless correspondence has been received by the
Company concerning ownership of such funds within the time
permitted in such jurisdiction. Thereafter, shareholders otherwise
entitled to receive such funds will have to seek to obtain them
directly from the state to which they were paid.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT
The following is a summary of certain material federal income tax
consequences of the Reverse Split, and does not purport to be
complete. It does not discuss any state, local, foreign or minimum
income or other U.S. federal tax consequences. Also, it does not
address the tax consequences to holders that are subject to special
tax rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities,
nonresident alien individuals, broker-dealers and tax-exempt
entities. The discussion is based on the provisions of the United
States federal income tax law as of the date hereof, which is
subject to change retroactively as well as prospectively. This
summary also assumes that the Old Shares were, and the New Shares
will be, held as a 'capital asset,' as defined in the Internal
Revenue Code of 1986, as amended (generally, property held for
investment). The tax treatment of a shareholder may vary depending
upon the particular facts and circumstances of such shareholder.
EACH SHAREHOLDER SHOULD CONSULT WITH SUCH SHAREHOLDER'S OWN TAX
ADVISOR WITH RESPECT TO THE CONSEQUENCES OF THE REVERSE SPLIT.
THIS SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS NOT TO
BE CONSTRUED AS AN OPINION BY THE COMPANY AS TO THE TAX
CONSEQUENCES IF ANY FOR ANY INDIVIDUAL, GROUP, OR ENTITY.
No gain or loss should be recognized by a shareholder of the
Company upon such shareholder's exchange of Old Shares pursuant to
the Reverse Split (except to the extent of any cash received in
lieu of a fraction of a New Share). Cash payments in lieu of a
fractional New Share should be treated as if the fractional share
were issued to the shareholder and then redeemed by the Company for
cash. A Company shareholder receiving such payment should
recognize gain or loss equal to the difference, if any, between the
amount of cash received and the shareholder's basis in the
fractional share (determined as provided below). Such gain or loss
will be capital gain or loss if the payment of cash in lieu of the
fractional share is a mere mechanical rounding off of fractions and
not separately bargained for consideration, and the payment is "not
essentially equivalent to a dividend with respect to the
shareholder under the federal income tax law. For this purpose, a
payment is not essentially equivalent to a dividend if it results
in a 'meaningful reduction' in the shareholder's percentage
interest in the Company, taking into account the constructive
ownership rules and redemptions of fractional shares from all the
shareholders. The Internal Revenue Service has ruled publicly that
any reduction in the percentage interest of a small minority
shareholder in a publicly-held corporation who exercises no control
over corporate affairs should constitute a meaningful reduction.
The aggregate tax basis of the New Shares received in the Reverse
Split (including any fraction of a New Share deemed to have been
received) will be the same as the shareholder's aggregate tax basis
in the Old Shares exchanged therefor. The stockholder's holding
period for the New Shares will include the period during which the
shareholder held the Old Shares surrendered in the Reverse Split.
SHAREHOLDER PROPOSALS
If a shareholder desires to submit a proposal for consideration at
the next Annual Shareholders Meeting and would like to have that
proposal submitted on the Company's proxy statement and form of
proxy, such proposal must be received by the Company no later than
November 20, 1999 or 120 days before mailing of the Proxy Statement
for the next Annual Shareholders Meeting, whichever is later. The
Company anticipates that it will hold its next Annual Shareholders
Meeting in April 8, 2000.
VOTE REQUIRED AND RECOMMENDATION
Management and the Board of Directors recommend a vote FOR approval
of the attached seven nominees to the Board of Directors of the
Company (Item 1 on the proxy) and a vote FOR approval of the stock
combination restructuring (reverse stock split) of the Common Stock
class of securities of the Company (Item 2 on the proxy).
MISCELLANEOUS MATTERS
As of the date of this Proxy Statement, the Board of Directors
knows of no other matters which may properly be, or are likely to
be, brought before the meeting. However, if any proper matters are
brought before the meeting, the person named in the enclosed Proxy
will vote them as the Board of Directors may recommend.
At the Annual Meeting of Shareholders, in addition to the matters
describe above, there will be an address by the Chairman of the
Board of Directors and/or President of the Company and a general
discussion period during which shareholders will have an
opportunity to ask questions about the business and operations of
the Company. Representatives of Reed & Taylor, P.C., the Company's
independent auditors, will be present at the Annual Meeting and
will have the opportunity to make a statement if they so desire.
Those representatives are also expected to be available to respond
to appropriate questions.
All shareholders of record on January 20, 1999 are or upon request
will be provided a copy of the Company's 1997 Annual Report to
Shareholders (by U.S. mail or electronic forms of transmission)
which contains audited financial statements of the Company for the
fiscal year ended December 31, 1997 and/or a copy of the Company's
Annual Report on Form 10-KSB for 1997.
The mailing address of the Company's principal corporate office is
2120 Main Street, Suite 180, Huntington Beach, California 92648,
the telephone number is (714) 960-7264 and the facsimile number is
(714) 374-0452. The approximate date on which this Proxy Statement
and the enclosed Proxy are being mailed to shareholders is January
13, 1999.
By order of the Board of Directors
World Wide Motion Pictures Corporation
Executive Offices
2120 Main Street, Suite 180
Huntington Beach, CA 92648
/S/ LARRY EPSTEIN, ESQ.
Larry Epstein, Esq. January 13, 1999
Secretary
WORLD WIDE MOTION PICTURES CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS JANUARY 30, 1999
This Proxy is Solicited on Behalf of Management of
World Wide Motion Pictures Corporation and Will Be Voted
The undersigned hereby appoints Richard D. McLellan, Esq.,
Benjamin Whitfield, Jr., Esq., and Theodore J. O'Dell, Jr., or any
one or more of them acting in the absence of the others, as
attorneys and proxies of the undersigned, with full power of
substitution, for and in the name of the undersigned, to represent
the undersigned at the Annual Meeting of the Shareholders of World
Wide Motion Pictures Corporation, a public Michigan corporation, to
be held at the law offices of Dykema Gossett, 800 Michigan National
Tower, Lansing, Michigan, at 3:00 P.M. Eastern Standard Time,
January 30, 1999, and at any adjournment or adjournments thereof,
and to vote all shares of stock of said Corporation standing in the
name of the undersigned, with all the powers the undersigned would
possess if personally present at such meeting:
1. To elect 7 directors to the Board of Directors with a
term ending at the 2002 annual meeting. (see attached nominee
list);
FOR ________ AGAINST ________ ABSTAIN ________
VOTE FOR all nominees listed in attached nominee list,
except vote withheld from the following nominees (if any):
(INSTRUCTIONS: To withhold authority to vote for an
individual nominee, print that nominee's name on the line
provided below.)
_________________________________
VOTE WITHHELD from all nominees. [ ]
2. To approve an amendment to the Company's articles and
bylaws and restated certificate of incorporation for the purpose of
effecting a stock combination (reverse stock split) pursuant to
which the Company's outstanding shares of Common Stock class of
securities would be exchanged for new shares of Common Stock in an
exchange ratio to be approved by the Board of Directors, ranging
from one newly issued share for each ten outstanding shares to one
newly issued share for each twenty outstanding shares.
FOR ________ AGAINST ________ ABSTAIN ________
3. In their discretion on such other matters as may properly
come before the Annual Meeting and any adjournments thereof, in
their discretion the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any
adjournments or postponements thereof.
Management and the Board of Directors recommend a vote FOR
approval of the attached 7 nominees to the Board of Directors.
Management and the Board of Directors recommend a vote FOR
approval of the proposed Restructuring of the common stock class of
securities of the Company.
This Proxy, when properly executed, will be voted in the
manner directed herein but, where no direction is given, this Proxy
will be voted FOR approval of the attached 7 nominees to the Board
of Directors of the Company in item 1 and the Restructuring of the
common stock class of securities of the Company in item 2.
The undersigned hereby acknowledges receipt of (i) the
Notice of Annual Meeting dated January 13, 1999, and (ii) the
proxy statement dated January 13, 1999.
PLEASE DATE AND SIGN HERE:
Dated:__________________________________
Signature (s) __________________________
Note: Please sign exactly as name appears
hereon.
Joint owners should each sign. When
signing as attorney, executor, officer,
administrator, guardian or trustee,
please give full title as such. A
Proxy executed by a corporation should be
signed in its corporate name by an authorized
officer.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY TO:
World Wide Motion Pictures Corporation
Executive Offices
2120 Main Street, Suite 180
Huntington Beach, CA 92648
Attn: Larry Epstein, Esq., Secretary
Please check here if you plan to attend the meeting. [ ]
NOMINEES FOR DIRECTORS
OF THE BOARD OF DIRECTORS OF
WORLD WIDE MOTION PICTURES CORPORATION
(Item 1 on the ballot)
The following information is furnished with respect to each
director of the Company. Unless specifically instructed to the
contrary, all proxies will be voted for the election of Messrs.
Aitken, Bailey, Baron, Langwald, Lindsey, Newirth, and Woodward as
directors of the Company. Charles C. Bailey was elected as
Chairman of the Board of the Company at a special meeting that was
held on December 1, 1997. These nominees have agreed to serve, if
elected, and in the event that any of those nominees are unable to
serve for a good cause or will not serve as director of the
Company, and such fact is known by the Company at the annual
meeting, all proxies may be voted at the annual metting for any
other person duly nominated for the position created by the
inability or unwillingness to serve.
Officers and board members are compensated annually with varying
amounts of the common stock and preferred stock classes of
securities of the Company and certain officers of the Company have
entered into employment agreements with the Company that have
varying term limits which provide for same.
The Board has the following committees: executive committee, audit
committee, finance committee and personnel committee. Generally,
the executive committee meets as needed to analyze matters
effecting the Company and make decisions in the event the entire
Board can not meet within a short span of time. The audit
committee selects the independent auditors, reviews the independent
auditor's scope and results of the audit, and evaluates the
independence of the auditor's procedures and their fees. The
finance committee reviews such matters as are normally and
ordinarily brought before the Board concerning merges &
acquisitions, securities restructurings, and executive
compensation, the personnel committee reviews background
information on all individual senior executive personnel and as
appropriate, related employment and affiliation agreements or
arrangements.
The Nominees for the term ending 2002: (alphabetical order)
NAME, POSITION WITH THE COMPANY, AND COMMITTEE MEMBERSHIP, YEAR
ELECTED DIRECTOR, AND BRIEF BACKGROUND
James J. Aitken, Corporate Director/Vice President for Finance and
Administration - Finance -Audit; (1981). Mr. Aitken is
responsible for the overall business management and administrative
systems of the Company. He is a Certified Public Accountant and
was formerly the Senior 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.
Charles C. Bailey, Chairman of the Board - Serves ex-officio on all
committees; (1985). Mr. Bailey has most recently been the producer
of a variety of Broadway and other theatrical stage productions
including the award winning musical "My One and Only" with Twiggy
and Tommy Tune, "Stardust" with Sean Young, "Lucky Guy" with Faith
Prince, and "Dream" with Lesley Ann Warren and Margaret Whiting.
In addition, he is the Executive Producer of King Street
Productions, a theatrical production company in New York City,
which develops and produces Broadway and regional stage
productions. Prior to his professional Broadway activities, Mr.
Bailey was Senior Vice President of Thompson McKinnon Securities
Inc. and previously Vice President of Prudential Bache Securities
(now Prudential Securities), both in New York and two of Wall
Street's leading investment banking firms. As a fully licensed
investment banker with Prudential Bache and Thompson McKinnon, Mr.
Bailey prepared a wide variety of multi-million dollar national
municipal bond issues for the capital markets and was responsible
for the underwriting of those and other issues. In conjunction
with Mr. Bailey's investment banking responsibilities, he was the
principal of O.B. Bailey Associates, a financial advisory service
and has been involved in international business and finance for
more than 35 years, encompassing organizations and enterprises
throughout the Orient, Europe, South America and the Middle East.
He is a graduate of Hamilton College in New York and a member of
several professional organizations including past National
Director, International Director of the United States, Junior
Chamber of Commerce and Commission, Chairman of the Junior Chamber
International (JCI).
Fred Baron, Corporate Director - Production & Product Development;
(1994). 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. His studio production oversight has included such
major films as the recent Academy Award winning 'Titanic'. 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.
Philip Langwald, Corporate Director; (1981) - Mr. Langwald is
Chairman Emeritus of the Board of Directors of the Company and
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.
George T. Lindsey, Corporate Director/Vice President for Creative
Development - Production and Product Development - Special
Projects; (1981). Mr. Lindsey is responsible, with the production
committee, for the selection and development of film projects for
the Company. 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 Company 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.
Charles Newirth, Corporate Director - Production & Product
Development; (1994). 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
recently released "City of Angels" with Meg Ryan and Nicolas Cage,
the Academy Award winning and highly successful "Forrest Gump" with
Tom Hanks, as well as "Bugsy" with Warren Beatty, "Toys" with Robin
Williams, and "The American President" with Michael Douglas. His
career in feature film production has also included production
manager for such films as "Pretty in Pink", "Robocop", and "The
Abyss". In addition, he has worked in other diverse senior
production positions as production supervisor, production
coordinator, and location manager.
John R. Woodward, Corporate Director/Vice President for Film
Production - Production and Product Development - Special
Projects; (1981). Mr. Woodward 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.
REED & TAYLOR
CERTIFIED PUBLIC ACCOUNTANTS
PROFESSIONAL CORPORATION
561 E. JEFFERSON AVE.
DETROIT, MI 48226-4324
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and Board of Directors
World Wide Motion Pictures Corporation
We have audited the accompanying consolidated balance sheets of
World Wide Motion Pictures Corporation and subsidiaries as of
December 31, 1997 and 1996, and the related statements of income,
stockholders' equity, and cash flows for the years then ended.
These financial statements and accompanying notes are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above and accompanying notes present fairly, in all material
respects, the financial position of World Wide Motion Pictures
Corporation and subsidiaries as of December 31, 1997 and 1996, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
/s/ Reed & Taylor, CPA's, P.C.
Reed & Taylor, CPA's, P.C.
Detroit, Michigan
April 12, 1998
<TABLE>
Consolidated Balance Sheets
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
AUDITED
Assets
1997 1996
<S> <C> <C>
Cash 56,541 196,318
Accounts Receivable 25,226 1,500
Note Receivable 150,000 -
Work in Process 436,985 -
Completed Motion Pictures/
Television Productions 12,026,111
16,118,061 Film Properties (Screenplays/Teleplays)
1,680,967 1,680,967 Property
and Equipment 46,437 46,437
Other Assets 49,000 49,000
Less Accumulated Depreciation (1,016,660)
(553,006)
Total assets
$13,454,607$17,539,277
Liabilities
Accounts Payable 5,053 -
Customer Deposit - 115,000
Common Stock Payable 1,124 205
Preferred Stock Payable 30 30
Notes Payable 16,300 16,300
Total Liabilities 22,507 131,535
Stockholder's Equity
Common Stock $.001 Par Value, 100,000,000
Shares Authorized, 47,033,790 Issued 47,034 46,099
Preferred Stock $.01 Par Value, 1,000,000
Shares Authorized, $10.00 Par Value 100,000
Shares Authorized, 121,217 Issued 1,212 1,212
Capital in Excess of Par Value 14,042,529
18,163,259 Capital Investment 308,465 -
Retained earnings (deficit) (967,140)(802,828)
Total Stockholder's Equity $13,432,101 $17,407,742
Total Liabilities and
Stockholder's Equity $13,454,607 $17,539,277
<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, 1997 and 1996
AUDITED
1997 1996
<S> <C> <C>
Revenues 287,837 $75,000
Operating expenses:
Administrative 18,143 13,921
Depreciation 463,654 306,463
Allocation of Overhead to Asset (29,650) (2,298)
Total operating expense 452,147 318,086
Net income (loss) $(164,310) $(243,086)
Earnings available to common stockholders $0 $0
Earnings per common share, assuming
full dilution $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, 1997
AUDITED
1997
<S> <C> <C>
Cash flows from operating activities:
Net income (deficit) $ (164,311)
Adjustments to reconcile net income to net
cash provided by operating activities:
(Increase) in accounts receivable $(23,721)
Depreciation $ 463,654
Decrease in customer deposit $(115,000)
Increase in accounts payable $ 5,972
Net cash provided by operating activities $ 330,905
Cash flows from investing activities:
(Increase)in notes receivable $(150,000)
(Investment) work in process $(436,991)
Decrease in fixed assets valuation $4,091,950
Net cash provided by investing activities $3,504,959
Cash flows from financing activities:
Proceeds from issuance of preferred and
common stock $ 280,620
Adjustment to contributed capital $(4,091,950)
Net cash flow provided by financing activities $ $(3,811,330)
Net increase in cash and cash equivalents $
(139,777)
Cash and cash equivalents - beginning of year $ 196,318
Cash and cash equivalents - end of year $ 56,541
<FN>
<F1>
As of year end December 31, 1997, the Company issued 549,000
shares of common stock and 0 shares of preferred stock for
product and services acquired by or provided to the Company. In
addition, there are 112,400 common and 3,000 preferred shares of
stock payable pending consummation of transactions ($1,124, $30).
<F2>
The substantial decrease in fixed asset value was the result of
the Company's survey of its motion picture and television film
inventory. After consulting with its accountants and the review
of current Financial Accounting Standards Board (FASB)
pronouncements and comments from the Securities and Exchange
Commission Staff to management, the reduced value from film by
film analysis and accelerated amortization of $4,091,950 is
appropriate.
<F3>
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, 1996 AND 1997
AUDITED
STOCK AMT ADDITIONAL RETAINED TOTAL
COMMON PREFERRED (P/V) PAID IN CAPITAL EARNINGS S/E
<S> <C> <C> <C> <C> <C> <C>
STOCK
ISSUED 636,297 16,017 796 7,372
BAL,
12/31/96 46,099,592 121,217 47,311 18,163,259 (802,828) 17,407,742
STOCK
ISSUED 934,500 0 935 (164,311)
BAL,
12/31/97 47,033,790 121,217 48,246 14,350,994 (967,139) 13,432,101
<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 yearend December 1997)
NOTE 1 - DESCRIPTION AND HISTORY OF THE BUSINESS.
The Company was founded in July 1977 and incorporated December
9, 1980. In March 1981, the Company acquired G.L. Productions
Inc. The acquisition was a production and distribution
company for short subjects, docudramas, documentaries and
industrial films, many of which were made in conjunction with
the U.S. Government. The Company acquired the entire film and
television library and related film production equipment. The
transaction was facilitated by the exchange of two million
(2,000,000) shares of the Company's common stock for 100% of
the common stock of the acquisition. The Company has also
acquired other motion picture and television productions and
acquired marketing/distribution interest in additional motion
picture and television productions. The Company's total
library of live action motion pictures and videotaped
productions consists of 273 projects of various lengths and
subject matter.
In November 1983 the Company merged with the National Power
Corporation, a public corporation. The National Power
Corporation's common stock was traded on the over-the-counter
market with registered broker/dealers throughout the United
States making a market in its stock. The merger process
resulted in a change in the Company's number of shares issued,
outstanding, and authorized and a change in par value.
The Company operates several wholly-owned subsidiaries, five
of which are currently active, to facilitate the operation of
its core business and diversified enterprises. The Company has
an active Board of Directors which currently consists of
eighteen members with staggered terms, all of whom are either
chairperson or a member of one or more of the four board
designated committees: executive, finance, audit, and
personnel. The Company also maintains four operating
committees including production and product development,
special projects, minorities and standards.
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
These consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. Because the
commercial potential of individual motion pictures and
television programming varies dramatically, and does not bear
any relationship to their production, acquisition or marketing
costs, it is impossible to predict or project a trend of the
Company's income or loss. However, the likelihood of the
Company reporting losses in the short term is increased by the
industry's general method of accounting which requires the
early recognition of the entire loss (through increased
amortization) in instances where a motion picture or
television program produced or acquired is not expected to
recover the Company's investment. On the other hand, the
profit from a successful film or television production is
deferred and recognized over the entire period that revenues
are generated by that motion picture or television program.
This method of accounting may also result in significant
fluctuations in reported income or loss, particularly on a
quarterly basis, depending on the Company's release of product
into the marketplace and overall domestic/international
exploitation schedule and the performance of individual motion
pictures or television programs.
The Company's revenue is derived from a variety of sources.
Currently the most impactual of these sources are its fees as
packager and/or the managing production company of various
film and television projects (including feature length motion
pictures, documentaries, docudramas, and television
productions), film and television marketing & distribution
fees, fees from the licensing and/or rental of its completed
film and television library and related entertainment industry
consultation fees.
A significant portion of the Company's assets was purchased
with the issuance of shares of its common and preferred stock.
Twelve million twenty six thousand one hundred and eleven
($12,026,111) dollars of the assets is represented by the Net
Realizable Value (prior to depreciation) of its completed film
and television library. In the absence of a consistent market
for the securities issued, the value of the film and
television product purchased by the Company was agreed to by
the sellers and the purchaser in arms length transactions in
accordance with generally accepted accounting standards and
additionally, internal evaluation and auditing procedures. The
films and television productions in the Company's library have
uncertain future revenues that may be expected to grow or
diminish along with all of the ancillary markets now and in
the future that are available for exploitation. In some
cases, individual films or television productions may be
timeless and irreplaceable, in many cases their book value is
nil having been amortized based on revenues received several
years ago and the inability to estimate a market value or
reasonable expected revenue. Certain of the inventory
product without book value produce income and in light of new
and emerging technology the company expects additional revenue
from these sources.
The Company's film and television library consists of newly
produced and historical film and videotaped product and rights
thereto purchased as an investment and/or to be exploitated by
leasing and/or rental to a wide variety of domestic and
international outlets. Many film and television libraries
such as the company's that were purchased for investment over
a span of many years, have appreciated considerably in value
as a direct result of new and emerging technologies, revived
or newly created public appeal for a certain performer or
genre, unique applications of particular production process
(special digital effects) and standard and newly developed
non-theatrical ancillary markets throughout the world. New
technological advances such as DVD (Digital Video Disk), HDTV
(High Definition Television), CD-ROM, DVD ROM, DVD Audio and
Internet applications have enhanced and are greatly expanding
resale and leasing capability of film or television product no
longer in the legal or physical possession of the original
producer's or distributors.
The film and television inventory of the Company is regularly
reviewed and evaluated on an film-by-film basis by the
Company's management. Complicated accounting principles make
it difficult to discern exactly the value of the Company's
film and television library as carried on its balance sheet;
the value may be buried among films currently in release,
television productions currently in broadcast, future films
and television productions under development or production,
and the ubiquitous "other". Forecasting any film or
television project's future revenues is a difficult and
uncertain art, even for major film distributors and television
syndicators. The accounting principles and industry practices
in these areas leave unusual discretion with the film and/or
television company executives and often result in "unusual"
changes in individual periods. There is no generally accepted
final industry consensus for valuing motion picture and
television inventory, film and television projects in process,
distribution/syndication contracts, participation agreements,
and performer and production related contracts. FASB
Statement of Financial Accounting Standards No. 53, paragraph;
"Inventory Valuation", states "16. Unamortized production and
exploitation costs shall be compared with 'net realizable
value' for each reporting period on a film-by-film basis;" and
in the paragraph entitled "Net Realizable Value" it states,
"Net Realizable Value is the estimated selling price (rental
value) in the ordinary course of business less estimated cost
to complete and exploit in a manner consistent with
realization of that income". The accounting profession is
currently reviewing the problem of how to fairly report film
inventory on financial statements. Since the FASB guidelines
do not apply directly to the Company's particular situation,
in an effort to conform as closely as possible to the
guidelines and in accordance with management's recent receipt
of commentary from the Securities and Exchange Commission, the
Company has substantially revalued its inventory of film and
television product, resulting in a net realizable value of
four million and ninety one thousand nine hundred and fifty
($4,091,950) dollars reduction in the stated value on the
December 31, 1997 balance sheet. Accordingly, depreciation has
been accelerated to amortized film and television inventory
over a 10-year period. The Company expects to amortize less
than 60% of its unamortized film and television costs over the
next three years. It has instituted a 10 year schedule which
will result in the amortization of 33-1/3% of the exploited
inventory over the next three years. Although the Company has
on its Board of Directors and professional staff personnel
qualified to estimate the value of its film and television
inventory, for internal verification purposes, it retained the
services of an independent appraiser who reviewed the
Company's film and television library, ensuring a greater
measure of objectivity. The net result of this appraisal did
not materially affect the Company's December 31, 1997 balance
sheet.
The Company is continually negotiating with various potential
lessors of portions of its film and television library for the
implementation of exploitation possibilities. The results of
such negotiations may materially affect the asset section of
the Company's balance sheet. The Company currently utilizes
state-of-the-art exploitation such as the Internet to expose
its library catalog to the public. Full exploitation of the
Company's investment in its film and television product
inventory is dependent on the acquisition of additional
capital. The Company depreciates each film or television
program starting with its specific exploitation by the
Company.
In years prior to fiscal 1994, the Company did not charge a
provision for depreciation to expense for equipment because
the cost of the depreciable assets was considered to be
immaterial in relation to the financial statements. In 1994,
the Company commenced to provide for the depreciation on a
straight line basis with asset lives ranging from 7-10 years.
Prior accounting periods were not adjusted due to
immateriality.
The Company presents an unclassified balance sheet. Cash
includes cash on deposit in checking and savings accounts and
no cash equivalents.
The Company reviews the current pronouncements of the
accounting, government and industry professionals. In that
regard, it continually analyzes its accounting policies to
ensure that it stays up-to-date in the presentation of its
financial statements, particularly FASB Statement No. 53
referred to above, and No. 86, 89 and 121, and the Emerging
Issues Task Force No. 96-6, regarding development costs
incurred after May 26, 1996, and the possible substantial
impairment of assets. The Company believes it is not
materially affected by any current issues at this time.
NOTE 3 - EARNINGS PER SHARE
Earnings per common share were computed by dividing Net Income
(Loss) by the nubmer of common shares outstanding during the
year. Fully diluted earnings per share were cmputed assuming
the conversion of all convertible preferred shares.
NOTE 4 -TAXES
The Company presents its tax returns on an accrual basis.
Certain state and local tax filings may differ from the
federal returns to take advantage of beneficial local tax law.
At December 31, 1997, the Company and its subsidiaries have
sustained a cumulative operating loss and may offset this loss
against future taxable income. The Company does not expect to
utilize the accelerated depreciation option available under
the U.S. Tax Code.
NOTE 5- LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Company is a party or to which any of its assets are subject.
However, the Company is currently in negotiations for the
reimbursement of lost material which consists of eight
videotape and 35mm film submaster copies of feature length
motion picture and television productions, owned by the
Company and maintained at a post production film and video
facility. The Company's attorneys are preparing litigation
and related processes in the event the results of the
negotiations are unsatisfactory. The Company is seeking
damages in the amount of three hundred ninety seven thousand
five hundred ($397,500) dollars for the loss of its "stored
material". Further, the co-producers with the Company's
subsidiary, World Wide Films Inc., pertaining to a feature
length film have commenced litigation to attempt to desolve
the Co-Production Agreement which exists between the
Co-Producer and the Subsidiary relative to the production
processes of that feature length film. The Company's
management and attorneys believe the lawsuit to be groundless,
therefore ultimately resulting in a favorable Judgment for the
Company.
NOTE 6 -SUMMARY OF CORPORATE SECURITIES MATTERS AND
STOCK ISSUANCE.
Since November 1983, the Company's shares of common stock have
traded on the over-the-counter market. The Company is
currently a Rule 144 Regulation D publicly-held corporation.
The Company's NQB (National Quotations Bureau) call symbol is
WWMP and its Standard & Poors Cusip no. is 981536 10 5. The
Company has advised its stockholders and the public that it
expects to apply for NASDAQ quotation and/or quotations on
other exchanges. The Company's common stock is thinly traded
at this printing. The Company has previously been quoted on
the OTC (Over-The-Counter) Electronic Bulletin Board. Castle
Securities Inc., the Company's most recent active primary
marketmaker, went into bankruptcy resulting in the Company's
temporary removal from quotation. The Company is also
currently in the process of filing its Registration Statement
on Form 10SB with the U.S. Securities and Exchange Commission
and accordingly, the Company files annual, periodic, and
current reports required pursuant to Section 12(g) of the
Exchange Act, and it is anticipated that substantial trading
will not commence until the Commission has reached the "no
comment" stage of the filing process.
NOTE 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 specialty documentary
television production; and World Wide Films Inc., which has
just recently completed the production of the feature length
film entitled Shattered Illusions featuring Morgan Fairchild,
Bruce Weitz, Richard Lynch and Dan Monahan. The Company
operates two diversified subsidiaries; one which is related to
the Company's core industry, World Wide Film and Television
Institute Inc. The Institute's business is the development,
production, marketing, and implementation of educational
symposiums, workshops, lectures and forums in areas covering
the entertainment industry, specifically film and television
financing, packaging, production, marketing/distribution, and
the politicial/networking process that accompanies the
entertainment business. Revenue is created primarily from the
sale of tickets to these events. Primary symposiums are
designed to be held annually and to accommodate 250 - 1000
people per event. Workshops are designed to be held in
between the primary symposiums and to accommodate a maximum of
15 individuals. The symposium and workshop events are further
designed to be duplicated in major cities around the country
when and if appropriate.
The Company has entered into a diversified industry of
providing medical home health care and providing temporary
nursing staff to hospitals and various other health care
institutions through its subsidiary World Wide Medical
Services Ltd.
<TABLE>
The following is the Company's common and preferred stock
authorized and issued and outstanding.
<CAPTION>
Company's common and preferred stock authorized and issued and
outstanding.
SHARES COMMON STOCK:
<S> <C>
PAR .001
AUTHORIZED 100,000,000
ISSUED AND OUTSTANDING 46,099,592
SHARES PREFERRED STOCK:
<S> <C>
PAR (STATED .001) 10.00
AUTHORIZED 100,000
ISSUED AND OUTSTANDING 20,000
PAR .01
AUTHORIZED 1,000,000
ISSUED AND OUTSTANDING 115,000
OUTSTANDING CONVERSION RATIO TO COMMON:
PAR # SHARES CONVRSN PRICE $ AMT
RATIO
<C> <C> <C> <C> <C>
<S>
1) 10.00 20,000 1:1 10.00 20,000
2) .01 717 1:20 10.00 14,340
3) .01 26,000 1:20 5.00 520,000
4) .01 15,000 1:10 5.00 150,000
5) .01 51,000 1:2 5.00 102,000
6) .01 1,000 1:20 3.00 20,000
7) .01 7,500 1:20 .10 150,000
TOTAL 121,217 CONTINGENT 976,340
</TABLE>
NOTE 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 now issued has conversion provisions
wherein the holder may convert his/her preferred shares to
common lettered stock under certain conditions. There are one
hundred and twenty one thousand two hundred seventeen
(121,217) shares of preferred stock outstanding that is
potentially convertible to shares of common, dependent upon
the market price of the common stock as determined by one or
more exchanges. The Company has entered into agreements to
issue its common lettered stock for certain goods and services
and arrangements beneficial to the ongoing activities of the
Company. Further, various employee contracts, non-exclusive
associates agreements, and service or purchase contracts
contain provisions for stock issuance. The Company expects to
continue to enter into such agreements subject to all
applicable securities law. The potential contingent dilution
from the issuance of the above stock is nine million four
hundred and ninety eight thousand three hundred forty
(9,498,340) shares. As of December 31, 1997, the Company had
an unpaid contingent salary liability to its President and
Chief Executive Officer, Paul D. Hancock. Mr. Hancock has
waived this accumulated back salary of three million eighty
thousand ($3,080,000) dollars. However, the corporation
expects to approve either the issue of preferred and/or common
stock or stock options as compensation therefore. The accrued
and previously expensed professional fees of two hundred and
sixty nine thousand one hundred ninety one ($269,191) dollars
(including legal, accounting and financial advisory services)
have been waived by the providers of those services, who are
also stockholders, and accounted for as contributed capital.
NOTE 8 - NOTES PAYABLE, LETTERS OF CREDIT, LINE OF CREDIT,
PROMISSORY NOTE
The note holder holding the note comprising the long-term debt
has agreed to waive payment until such time that the Company
has sufficient working capital to accomplish its objectives.
The Company was issued a standby irrevocable Letter of Credit
from the Huntington Bank, Cleveland, Ohio, in the amount of
fifty thousand ($50,000). The terms of the Huntington Bank
Letter of Credit require that, if utilized, the Company would
pledge as collateral a portion of its film and television
library. If the Letter of Credit were exercised, the
resultant loan would be secured by a commensurate portion of
the Company's film and television library. The Huntington
Bank terms also provided that the Company would continue to be
able to sell or lease any portion of the library as long as it
retains sufficient material to secure any loans made as a
result of the Letter of Credit. The Company currently utilizes
a fifty thousand ($50,000) dollar primary line of credit with
the Wells Fargo Bank of California, to accommodate its daily
cash flow needs and occasionally uses its credit lines at
other financial institutions and with its suppliers. The
Company holds a Promissory Note for one hundred fifty thousand
($150,000) dollars from Mr. Gary T. Wittman payable to the
Company in annual installments of twenty five thousand
($25,000) dollars each beginning April 30, 2000. The Note is
secured by a pledge of high grade stocks comprising a portion
of the Dow Jones Industrial average or higher quality
securities and are valued at two hundred and fifty thousand
($250,000) dollars or greater.
NOTE 9 YEAR 2000 ISSUE
Until recently, computer programs were written to store only
two digits of date-related information in order to more
efficiently handle and store data. Such programs are unable
to properly distinguish between the year 1900 and the year
2000. This situation is frequently referred to as the Year
2000 Problem. The Company believes that all of its
significant computer software is Year 2000 compliant and that
it will not need to modify or replace its software so that its
computer systems will function properly with respect to dates
in the Year 2000 and beyond.
