U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-27454
-----
WORLD WIDE MOTION PICTURES CORPORATION
(Name of small business issuer in its charter)
MICHIGAN 33-0081215
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
2120 MAIN STREET, SUITE 180, HUNTINGTON BEACH, CA 92648
(Address of principal executive offices) (Zip Code)
(714) 960-7264
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [x] No [ ]
Indicate the number of shares outstanding of each of the
Issuer's classes of common stock as of the latest practical date:
47,882,890 shares of Common Stock (par value $.001 per share)
outstanding on June 3, 1999.
Part I. Financial Information
Item 1. Financial Statements
<TABLE>
Consolidated Balance Sheets
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, Dec. 31,
1999 1998
--------- --------
(Unaudited)
Assets
<S> <C> <C>
Cash $24,266 $28,726
Accounts receivable 56,752 28,382
Note receivable 150,000 150,000
Work in process 438,606 438,606
Completed motion pictures/Television productions 12,491,11112,491,111
Film properties (screenplays/teleplays) 1,680,967 1,680,967
Property and equipment 49,937 49,937
Other assets 54,500 54,500
Less accumulated depreciation (1,480,493) (1,480,493)
Total Assets $13,465,646 13,441,736
Liabilities
Accounts payable 18,246 3,246
Common stock payable 61 61
Preferred stock payable 80 80
Notes payable 16,300 16,300
Total Liabilities 34,687 19,687
Stockholders' Equity
Common Stock $.001 Par Value,
100,000,000 shares authorized
47,882,890 and 47,629,290 shares issued 47,883 47,629
Preferred Stock $.01 Par Value, 1,100,000
shares authorized, 121,217 issued 1,212 1,212
Additional paid-in capital 14,861,638 14,835,152
Retained-earnings deficit (1,479,774) (1,461,944)
Total Stockholders' Equity 13,430,959 13,422,049
Total Liabilities and Stockholder's Equity $13,465,646$13,441,736
<FN>
<F1>
The accompanying 1998 yearend notes are an integral part of these
financial statements.
</FN>
</TABLE>
<TABLE>
Consolidated Statements of Income
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three months ended
March 31,
-------------------
1999 1998
---- ----
<S> <C> <C>
Revenues $ 28,370 $ 800
Operating expenses:
Administrative 46,200 1,840
Depreciation (allocated annually) - -
Total operating expense 46,200 2,640
Net income (loss) $(17,830) $(1840)
Earnings available to common stockholders $0 $0
Earnings per common share, assuming full dilution $0 $0
<FN>
<F1>
The accompanying 1998 yearend notes are an integral part of these
financial statements.
</FN>
</TABLE>
<TABLE>
Consolidated Statement of Cash Flows
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
Three months ended
March 31,
-------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net Income (loss) $(17,830)$(1,840)
Adjustments to reconcile net income (loss) to
net cash provided by or used in operating activities:
Depreciation - allocated annually
Changes in assets and liabilities:
(Increase) Decrease in accounts receivable$(28,370)$ 519
Increase (Decrease) in accounts payable15,000 $(738)
Net cash provided by (used in) operating
activities: (13,370) $(219)
Investing activities:
Investment work-in-process - $495
Net cash used in investing activities: $495
Financing activities:
Proceeds from issuance of stock - (31,100)
Net cash provided by financing activities:- (31,100)
Net increase/decrease in cash (4,460)(32,664)
Cash balance - beginning of quarter 28,726 56,541
Cash balance - end of quarter $ 24,266$ 23,877
<FN>
<F1>
The accompanying 1998 yearend notes are an integral part of these
financial statements.
<F2>
During the first quarter ending March 31, 1999, 253,600 common
shares and 0 preferred shares were issued for product and
services provided by or provided to the Company.
</FN>
</TABLE>
<TABLE>
Consolidated Statement of Stockholder's Equity
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
DECEMBER 31, 1998 THROUGH END OF QUARTER MARCH 31, 1999
(unaudited)
Number of
Outstanding Additional Retained
Shares Par Paid-In Earnings
Common Preferred Amount Capital (Deficit) Total
-------- ----- --- ----------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Balances
Dec. 31,
1998 47,629,290 121,217 48,84114,835,152$(1,461,944)$13,422,049
Stock
issued 253,600 254 26,486 26,740
Net loss 17,830 (17,830)
Balances,
March 31,
1999 47,882,890 121,217$49,09514,861,638$(1,479,774)$13,430,959
<FN>
<F1>
The accompanying 1998 yearend notes are an integral part of these
financial statements.
<F2>
</TABLE>
REED & TAYLOR
CERTIFIED PUBLIC ACCOUNTANTS
PROFESSIONAL CORPORATION
561 E. JEFFERSON AVE.
DETROIT, MI 48226-4324
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and Board of Directors
World Wide Motion Pictures Corporation
We have audited the accompanying consolidated balance sheets of World Wide
Motion Pictures Corporation and subsidiaries as of December 31, 1997 and
1996, and the related statements of income, stockholders' equity, and cash
flows for the years then ended. These financial statements and
accompanying notes are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted standards.
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
and accompanying notes present fairly, in all material respects, the
financial position of World Wide Motion Pictures Corporation and
subsidiaries as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ REED & TAYLOR, CPAs, P.C.
Reed & Taylor, CPAs, P.C.
Detroit, Michigan
April 12, 1998
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(To be read in conjunction with Consolidated Financial Statements for
yearend December 1998)
NOTE 1 DESCRIPTION AND HISTORY OF THE BUSINESS
The Company was founded in July 1977 and incorporated December 9, 1980
under the laws of the state of Michigan. In March 1981, the Company
acquired G.L. Productions Inc. which was a production and distribution
company for short subjects, docudramas, documentaries and industrial
films, many of which were made in conjunction with the U.S. Government.
As a result of the transaction, the Company acquired a film and television
completed product library and related film production equipment. The
transaction was facilitated by the exchange of two million (2,000,000)
shares of the Company's common stock class of securities for 100% of the
common stock of G.L. Productions Inc. The Company has also acquired other
completed motion picture and television productions and acquired
marketing/distribution interest in additional motion picture and
television productions. The Company's total completed product library of
live action motion pictures and videotaped productions consists of 277
works of various lengths and subject matter applicable for marketing
through various media in foreign and/or domestic markets.
In November 1983 the Company merged with the National Power Corporation,
a publicly-held corporation. The National Power Corporation's common
stock class of securities was traded on the over-the-counter market with
registered broker/dealers throughout the United States making a market in
its stock. The merger process resulted in a change in the Company's
number of shares issued, outstanding, and authorized and a change in par
value.
The Company operates and/or maintains nine wholly-owned subsidiaries,
three of which are currently active, to enhance the operation of its core
business and diversified enterprises. The Company has an active Board of
Directors which currently consists of eighteen members with staggered
terms, all of whom are either a chairperson or a member of one or more of
the four Board designated committees: executive, finance, audit, and
personnel. The Company also maintains four operating committees which are
production and product development, special projects, minorities, and
standards.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. Because the commercial
potential of individual motion pictures and television programming varies
dramatically, and does not bear any relationship to their production,
acquisition or marketing costs, it is impossible to predict or project a
trend of the Company's income or loss. However, the likelihood of the
Company reporting losses in the short term is increased by the industry's
general method of accounting which requires the early recognition of the
entire loss (through increased amortization) in instances where a motion
picture or television program produced or acquired is not expected to
recover the Company's investment. On the other hand, the profit from a
successful film or television production is recognized over the entire
period that revenues are generated by that motion picture or television
program. This method of accounting may also result in significant
fluctuations in reported income or loss, particularly on a quarterly
basis, depending on the Company's release of product into the marketplace
and overall domestic/international marketing schedule and the performance
of individual motion pictures or television programs.
The Company's revenue is derived from a variety of sources. Currently the
most significant of these sources are its fees as packager and/or the
managing production company of various film and television projects
(including feature length motion pictures, documentaries, docudramas, and
television productions), film and television marketing & distribution
fees, fees from the licensing and/or rental of its completed film and
television product library and related entertainment industry consultation
fees.
A significant portion of the Company's assets was purchased with the
issuance of shares of its common and preferred stock. Twelve million four
hundred ninety one thousand one hundred and eleven ($12,491,111) of the
assets is represented by the Net Realizable Value (prior to depreciation)
of its completed film and television product library. In the absence of
a consistent market for the securities issued, the value of the film and
television product purchased by the Company was agreed to by the sellers
and the purchaser in arms length transactions in accordance with generally
accepted accounting standards and, additionally, internal evaluation and
auditing procedures. The films and television productions in the Company's
completed product library have uncertain future revenues that may be
expected to grow or diminish along with all of the ancillary markets now
and in the future that are available for marketing. In some cases,
individual films or television productions may be timeless and
irreplaceable; in many cases their book value is zero having been fully
amortized based on revenues received several years ago and the inability
to estimate a market value or reasonable expected revenue. Certain of
the inventory product without book value produce income and, in light of
new and emerging technology, the Company expects additional revenue from
these sources.
The Company's film and television completed product library consists of
newly produced and historical film and videotaped product and rights
thereto purchased as an investment and/or to be marketed by leasing and/or
rental to a wide variety of domestic and international outlets. Many film
and television libraries such as the Company's that were purchased for
investment over a span of many years, have appreciated considerably in
value as a direct result of new and emerging technologies, revived or
newly created public appeal for a certain performer or genre, unique
applications of particular production process (special digital effects)
and standard and newly developed non-theatrical ancillary markets
throughout the world. New technological advances such as DVD (Digital
Video Disk), HDTV (High Definition Television), CD-ROM, DVD ROM, DVD Audio
and Internet applications have enhanced and are greatly expanding resale
and leasing potential of film or television product.
The film and television product inventory of the Company is regularly
reviewed and evaluated on a film-by-film basis by the Company's management
and periodicaly appraised by outside independent appraisal. Forecasting
any film or television project's future revenues is a difficult and
uncertain art, even for major film distributors and television
syndicators. The accounting principles and industry practices in these
areas leave unusual discretion with the film and/or television company
executives and often result in "unusual" changes in individual periods.
There is no generally accepted definitive industry consensus for valuing
motion picture and television inventory, the value may be buried among
films currently in release, television productions currently in broadcast,
film and television productions under development or in production,
distribution/syndication contracts, participation agreements, performer
and production related contracts, and the ubiquitous 'other'. FASB
Statement of Financial Accounting Standards No. 53, paragraph entitled
"Inventory Valuation" states "16. Unamortized production and exploitation
costs shall be compared with 'net realizable value' for each reporting
period on a film-by-film basis;" and in the paragraph entitled "Net
Realizable Value" it states, "Net Realizable Value" is the estimated
selling price (rental value) in the ordinary course of business less
estimated cost to complete and exploit in a manner consistent with
realization of that income". The accounting profession is currently
reviewing the problem of how to fairly report film inventory on financial
statements. Since the FASB guidelines do not apply directly to the
Company's particular situation, in an effort to conform as closely as
possible to the guidelines and in accordance with management's recent
receipt of commentary from the Securities and Exchange Commission, the
Company has revalued its inventory of film and television product,
resulting in a reduction of net realizable value of four million and
ninety one thousand nine hundred and fifty ($4,091,950) dollars in the
stated value of such inventory on the December 31, 1997 balance sheet.
Also, a depreciation policy has been adopted to amortize the film and
television inventory over a 10-year period. The Company has instituted a
10-year depreciation schedule which will result in the amortization of
33-1/3% of the film and television product inventory to be marketed over
the
next three years. Although the Company has on its Board of Directors and
professional staff personnel qualified to estimate the value of its film
and television inventory, for internal verification purposes, it retained
the services of an independent appraiser who reviewed the Company's film
and television completed product library, ensuring a greater measure of
objectivity as regards the carrying amount of such inventory on the
Company's December 31, 1998 balance sheet.
The Company is continually negotiating with various potential lessors,
both foreign and domestic, of portions of its film and television product
library. The Company currently utilizes certain state-of-the-art
exploitation venues such as Pay-Per-View, satellite transmission, and the
Internet to expose its catalog of library product to the public. Full
marketing of the Company's investment in its film and television product
inventory is dependent on the acquisition of additional capital. The
Company depreciates each film or television program starting with its
specific marketing by the Company.
The Company presents an "unclassified" balance sheet. Cash includes cash
on deposit in checking and savings accounts with no cash equivalents at
December 31, 1998 and 1997.
The Company reviews the current pronouncements of the accounting,
government and industry professionals. In that regard, it continually
analyzes its accounting policies to ensure that it is current in the
presentation of its financial statements, particularly FASB Statement No.
53 referred to above, and No. 86, 89 and 121, and the Emerging Issues
Task Force No. 96-6, regarding development costs incurred after May 26,
1996, and the possible substantial impairment of assets. The Company
believes it is not materially affected by any current issues at this time.
NOTE 3 EARNINGS PER SHARE
As a result of a net loss from operations for years ended December 31,
1997 and 1998 and quarter ending March 31, 1999, there are no earnings per
Common share for such periods. As a result of such net losses, there are
no fully diluted earnings per Common share after potential conversion of
all convertible Preferred shares.
NOTE 4 TAXES
The Company presents its accounting statements on an accrual basis.
Certain state and local tax filings may differ from the federal returns to
take advantage of beneficial local tax law. As of December 31, 1998, the
Company and its subsidiaries have sustained a cumulative net operating
loss which can be offset against future taxable income. As a result of
recorded net operating losses, the Company has not recognized any state
and federal income tax liability. The Company does not use or expect to
utilize the accelerated depreciation option available under the U.S. Tax
Code.
NOTE 5 LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company is a
party or to which any of its assets are subject. However, the Company is
currently in ongoing negotiations for the reimbursement of lost material
which consists of eight 1" and/or 3/4" and/or digital betacam videotape
and 35mm film submaster copies of feature length motion picture and
television productions, owned or controlled by the Company, which were
maintained at a post production film and video facility. The Company's
attorneys are preparing litigation and related processes relative to the
lost material in the event the results of the negotiations are
unsatisfactory. In this regard, the Company is seeking damages in the
amount of three hundred ninety seven thousand five hundred dollars
($397,500) for the loss of its "stored material". Further, the
co-producers with the Company's subsidiary, World Wide Films Inc.,
pertaining
to a feature length film, have commenced litigation to attempt to dissolve
the co-production agreement which exists between the Co-Producer and the
Subsidiary relative to the production processes of that feature length
film. The Company's management and attorneys believe the lawsuit to be
groundless, therefore ultimately resulting in a favorable judgment or
settlement for the Company.
Although no litigation is contemplated or forseeable, various legal
actions, governmental investigations and proceedings and claims may be
instituted or asserted in the future by the Company to protect its
interest or against the Company and/or its subsidiaries including those
arising out of alleged deficiencies in the Company's products;
governmental or industry regulations relating to safety, financial
services; employment-related matters; distributor, exhibitor, co-producer,
vendor, supplier, or other contractual relationships; intellectual
property rights; product warranties and environmental matters. Some of
the foregoing matters involve or may involve compensatory, punitive or
anti-trust or other treble damage claims in varying amounts, environmental
remediation programs, sanctions or other relief which, if granted, would
require varying expenditures.
Litigation is subject to many uncertainties, and the outcome of individual
litigated matters is not predictable with assurance. The Company does not
reasonably expect, based on its analysis, that any adverse outcome from
such matters would have a material effect on future consolidated financial
statements for a particular year, although such an outcome is possible.
NOTE 6 - SUMMARY OF CORPORATE SECURITIES MATTERS AND
STOCK ISSUANCE
At December 31, 1998, all general voting power was vested in the holders
of the common stock class of securities of the Company. At that date, the
holders of common stock were entitled to one vote per share and in that
aggregate, had 100% of the general voting power provided in the Company's
Restated Certificate of Incorporation. The Restated Certificate of
Incorporation provides that all shares of common stock share equally in
dividends (other than dividends declared with respect to any outstanding
preferred stock), except that any stock dividends are payable in shares of
common stock to holders of that class of securities. Upon liquidation,
all shares of common stock are entitled to share equally in the assets of
the Company available for distribution to the holders of such shares. The
preferred stock class of securities of the Company ranks (and any other
oustanding preferred stock of the company would rank) senior to the common
stock in respect of dividends and liquidation rights.
Since November 1983, the Company's shares of Common Stock have traded on
the over-the-counter market. The Company is currently a fully reporting
Rule 144 Regulation D publicly-held corporation. The Company's NQB
(National Quotations Bureau) call symbol is WWMP and its Standard & Poors
Cusip no. is 981536 10 5. The Company has advised its stockholders and
the public that it expects to apply for NASDAQ quotation and/or quotations
on other primary and/or secondary exchanges. The Company's common stock
is thinly traded at this printing primarily through "inter-dealer
trades".
The Company has previously been quoted on the OTC (Over-The-Counter)
Electronic Bulletin Board. Castle Securities Inc., located in New York,
the Company's most recent active primary marketmaker, went into bankruptcy
resulting in the Company's temporary removal from quotation on the
Electronic Bulletin Board. The Company has recently filed its
Registration Statement on Form 10SB with the U.S. Securities and Exchange
Commission and accordingly, files annual, periodic, and current reports
required pursuant to Section 12(g) of the Exchange Act.
The following illustrates the Company's common and preferred stock
authorized, issued, and outstanding at December 31, 1998.
Par Value $.001
Shares Authorized 100,000,000
Shares Issued and Outstanding 47,629,592
Preferred Stock:
Par Value (Stated Value .01) $10.00
Shares Authorized 100,000
Shares Issued And Outstanding 20,000
Par Value $.01
Shares Authorized 1,000,000
Shares Issued And Outstanding 101,217
NOTE 7 - SUMMARY OF SUBSIDIARIES
The Company operates and/or maintains 9 wholly-owned subsidiaries.
Certain of these subsidiary corporations are used to produce and/or
market individual motion pictures or television productions.
Currently, three of the motion picture production subsidiary
corporations are active. World Wide Productions, Inc., for the
purpose of producing the specialty television production tentatively
entitled "Classic Car" (in production) and the feature length motion
picture tentatively entitled "Along for the Ride" (in development);
World Wide Entertainment, Inc., for the purpose of producing the
feature length motion picture tentatively entitled "Mr. Corklesby"
(in development); and World Wide Films Inc., which has recently
completed the production of the feature length motion picture
entitled "Shattered Illusions". The Company operates two diversified
subsidiaries, one of which is related to the Company's core industry,
World Wide Film and Television Institute, Inc. The Institute's
business is the development, production, marketing, and
implementation of educational symposiums, workshops, lectures and
forums in areas covering the entertainment industry, specifically
film and television financing, packaging, production,
marketing/distribution, and the networking process that accompanies
the entertainment business. Revenue is created primarily from the
sale of tickets to these events. Primary symposiums are designed to
be held annually and to accommodate 250 - 1000 people per event.
Workshops are designed to be held in between the primary symposiums
and to accommodate a maximum of 15 individuals. The symposium and
workshop events are further designed to be duplicated in major cities
around the country when and if appropriate.
The Company has made preliminary plans to enter into the business of
providing medical home health care services to the general public and
providing temporary nursing staff to hospitals and various other
health care institutions through its subsidiary World Wide Medical
Services Ltd.
NOTE 8 SUMMARY OF STOCK OPTIONS, EMPLOYMENT CONTRACTS,
ASSOCIATES, POTENTIAL DILUTION, CONTINGENT
LIABILITY AND ACCRUED PROFESSIONAL FEES
The Company has provisions for the issuance of options to purchase
shares of its Common Lettered Stock and certain of its Preferred
Stock now issued has conversion provisions wherein the holder may
convert his/her Preferred shares to Common Lettered Stock under
certain conditions. There are one hundred and twenty one thousand
two hundred seventeen (121,217) shares of Preferred Stock outstanding
that is potentially convertible to shares of Common, dependent upon
the market price of the Common Stock as determined by one or more
exchanges. (See table below for potential conversion of Preferred
Stock to Common Stock.) The Company, from time to time, has entered
into agreements to issue its Common Lettered Stock for certain goods
and services and arrangements beneficial to the ongoing activities of
the Company. Further, various employee contracts, non-exclusive
associates agreements, and service or purchase contracts contain
provisions for stock issuance. The Company expects to continue to
enter into such agreements subject to all applicable securities law.
The potential contingent dilution from the issuance of the above
Common Stock for these purposes is nine million four hundred and
ninety eight thousand three hundred forty (9,498,340) shares. At
December 31, 1998, the Company had an unpaid contingent salary
liability to its President and Chief Executive Officer, Paul D.
Hancock. Mr. Hancock has waived this accumulated back salary of
three million eighty thousand ($3,080,000) dollars. However, the
corporation expects to approve either the issuance of Preferred
and/or Common Stock or stock options as compensation therefor.
Payment of accrued and previously expensed professional fees of two
hundred and sixty nine thousand one hundred ninety one ($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.
<TABLE>
OUTSTANDING CONVERSION RATIO FROM PREFERRED TO COMMON:
<CAPTION>
Preferred Stock
Price per Share Conversion Common
Par No. of Conversion Market Shares
Series Value Shares Ratio* Price After Exchange
<C> <C> <C> <C> <C> <C>
A $10.00 20,000 1x1 $10.00 20,000
B .01 717 1x20 10.00 14,340
C .01 1,000 1x20 3.00 20,000
D&E .01 26,000 1x20 5.00 520,000
F&G .01 51,000 1x2 5.00 102,000
H&I .01 15,000 1x10 5.00 150,000
J .01 7,500 1x20 .10 150,000
Totals 121,217 976,340
</TABLE>
* Preferred to Common
NOTE 9 COMMON STOCK RESTRUCTURING
Pursuant to recent shareholder action (Annual Shareholder's Meeting
of January 30, 1999) to approve management recommendations, on
September 24, 1998, the corporation's Board of Directors adopted
resolutions (a) "to amend Article 3 of the Articles of
Incorporation of the Company to add Section (12) stating that "the
Board of Directors may effect a stock combination restructuring
(reverse stock split) of the Corporation's outstanding shares of
Common Stock class of securities if the Board of Directors in their
sole judgment believe such restructuring is in the best interest of
the Corporation"; and (b) "file the foregoing amendment with the
State of Michigan Securities Bureau, the Company's state of
incorporation, to restate the Company's certificate of
incorporation"). This action, if taken by the Company's Board of
Directors, would mend the Company's Restated Certificate of
Incorporation and Articles of Incorporation (the "Amendment") to:
(i) effect a stock combination restructuring (reverse stock split)
of the Company's outstanding shares of the Common Stock class of
securities (the "Reverse Split"), and (ii) to provide for the
payment of cash in lieu of fractional shares otherwise issuable in
connection therewith. In this regard, the Reverse Split, if
effected, will not change the number of the Company's authorized
shares of Common Stock or the par value of the Common Stock.
NOTE 10 NOTE RECEIVABLE, NOTE PAYABLE, LETTERS OF CREDIT,
LINE OF CREDIT, PROMISSORY NOTE
The note holder holding the note payable in the amount of $16,300
has agreed to waive payment until such time that the Company has
sufficient working capital to accomplish its objectives. The
Company was issued a standby irrevocable Letter of Credit from the
Huntington Bank, Cleveland, Ohio (now Society Bank), in the amount
of fifty thousand dollars ($50,000) to serve as a secondary standby
line of credit. The terms of the Huntington Bank Letter of Credit
required that, if utilized, the Company would pledge as collateral
a portion of its film and television product library. If the
Letter of Credit were exercised, the resultant loan would be
secured by a commensurate portion of the Company's film and
television product library. The Huntington Bank terms also
provided that the Company would continue to be able to sell or
lease any portion of the product library as long as it retained
sufficient material to secure any loans made as a result of the
Letter of Credit. The Company currently utilizes a fifty thousand
dollars ($50,000) primary line of credit with the Wells Fargo Bank
of California, to accommodate its daily cash flow needs and
occasionally uses its credit lines at other financial institutions
and with its vendors and suppliers. The Company holds a Promissory
Note for one hundred fifty thousand dollars ($150,000) from Mr.
Gary T. Wittman payable to the Company in annual installments of
twenty five thousand ($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 similar
quality securities and are valued at December 31, 1998 at two
hundred and fifty thousand dollars ($250,000) or greater.
NOTE 11 YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs being
written using two digits instead of four to define the applicable
year. Any of the Company's computer programs that have
time-sensitive software or facilities or equipment containing
embedded
micro-controllers may recognize a date using "00" as the year 1900
rather than the Year 2000. This could cause a system failure or
miscalculations resulting in potential disruptions of operations,
including, among other things, a temporary inability to process
transactions, send invoices or engage in similar normal business
activities.
The Company has assessed its hardware and software systems, which
are comprised solely of an internal personal computer network and
commercially available software products. Based on this assessment,
the Company believes that its hardware and software systems are
Year 2000 compliant. The Company has begun to assess the embedded
system contained in its leased or expected to be leased equipment
and expects to finish this assessment by the end of June 1999. At
this time, the Company is uncertain whether the embedded systems
contained in its leased or expected to be leased equipment are
ready for the Year 2000. In addition, the Company is contacting
its key vendors, suppliers,customers and other third parties to
determine if there are any significant Year 2000 exposures which
would have a material effect on the Company.
The Company is not yet aware of any Year 2000 issues relating to
those vendors, suppliers, customers and other third parties with
which the Company has a material relationship. There can be no
assurance, however,that the systems of those vendors, suppliers,
customers and other third parties on which the Company or its
systems rely will not present Year 2000 problems that could have a
material adverse effect on the Company.
The Year 2000 issue presents a number of other risks and
uncertainties that could impact the Company, such as disruptions of
service from critical third parties such as utilities providing
electricity, water or telephone service. If such critical third
party providers experience difficulties resulting in disruption of
service to the Company, a shutdown of the Company's operations at
individual facilities could occur for the duration of the
disruption. The Year 2000 project cost has not been material to
date and, based on preliminary information, is not currently
anticipated to have a material adverse effect on the Company's
financial condition, results of operations or cash flow in future
periods. However, if the Company, its vendors, suppliers, customers
or other third parties are unable to resolve any Year 2000
compliance problems in a timely manner, there could result a
material financial impact on the Company.
Accordingly, management plans to devote the resources it considers
appropriate to resolve all significant Year 2000 problems in a
timely manner. This assessment is estimated to be completed no
later than mid-1999. After completion of its Year 2000 assessment,
the Company will develop contingency plans to reduce its Year 2000
exposure and expects to have such contingency plans in place by
September 1999. Readers should understand that the dates on which
the Company believes the Year 2000 project will be completed are
based upon management's best estimates, which were derived
utilizing assumptions of future events, including the availability
of certain resources, third-party modification plans and other
factors. However, there can be no guarantee that these estimates
will be achieved, or that there will not be a delay in, or
increased costs associated with, the implementation of the
Company's Year 2000 compliance project. A delay in specific factors
that might cause differences between estimates and actual results
include, but are not limited to, the availability and cost of
personnel trained in these areas, the ability of locating and
correcting all relevant computer codes, timely responses to and
corrections by third parties and suppliers, the ability to
implement interfaces between the new systems and the systems not
being replaced, and similar uncertainties.Due to the general
uncertainty inherent in the Year 2000 problem, resulting in part
from the uncertainty of the Year 2000 readiness of third parties
and the interconnection of national and international businesses,
the Company cannot ensure that its ability to timely and cost
effectively resolve problems associated with the Year 2000 issue
will not affect its operations and business, or expose it to third
party liability.
Item 2. Management's Discussion and Analysis or Plan of Operation
Management's discussion and analysis of financial condition and
results of operation should be read in conjunction with the
consolidated financial statements and related notes. In fiscal
1997 and 1998 the Company continued its involvement in a variety of
film and television projects relative to development, acquisitions,
packaging, production and marketing/distribution activities. The
Company also continued to pursue potential diversified business
opportunities that have cash flow possibilities. The generation of
revenue in the motion picture and television industry is highly
competitive and may have a material impact on the Company's
financial statements. Management believes that a film or
television production's economic success is dependent upon several
overlapping factors including general public appetite of a
potential genre or performer at the time of release, domestic and
international marketing philosophy, applicable usage of existing
and new and emerging technology, advertising strategy with
resultant penetration and the overall quality of the finished
production. The Company's film and television productions may
compete for sales with numerous independent and foreign productions
as well as projects produced and distributed by a number of major
domestic and foreign companies, many of which are units of
conglomerate corporations with assets and resources substantially
greater than the Company's. Management of the Company believes
that in recent years there has been an increase in competition in
virtually all facets of the Company's business. Specifically, the
motion picture industry competes with television and other forms of
leisure-time entertainment. Since the Company may for certain
undetermined markets and products distribute its product to all
markets and media worldwide, it is not possible to determine how
its business as a whole will be affected by these developments and
accordingly, the resultant impact on the financial statements. The
Company has currently obtained the investment capital to produce
and distribute a minimum of two full length feature films or
specialty television productions within the next two years.
In addition to the development, financing, production, and
distribution of motion picture and television product, the Company
expects to continue to exploit a portion or portions of the
Company's completed film and television library to a wide variety
of distribution outlets including network television, cable
television, satellite broadcast, pay-per-view, and home video
sales. Specifically, live action motion pictures are generally
licensed for broadcast on commercial television following limited
or wide release distribution to theatrical outlets (theaters), home
video and pay television. Licensing to commercial television is
generally accomplished pursuant to agreements which allow a fixed
number of telecasts over a prescribed period of time for a
specified license fee. Television license fees vary widely, from
several thousand to millions of dollars depending on the film or
television production, the number of times it may be broadcast,
whether it is licensed to a network or a local station and, with
respect to local stations, whether the agreement provides for
prime-time or off-time telecasting. Licensing to domestic and
foreign television stations (syndication) is an important potential
source of revenue for the Company, although in recent years the
prices obtainable for individual film and television product in
domestic syndication have declined as pay television licensing has
grown. The growth of pay television and home video technologies,
i.e. DVD (Digital Video Disk) and HDTV (High Definition
television), has had an adverse effect on the fees obtainable from
the licensing of film and television product to networks and local
television stations. Thereby potentially effecting the Company's
ability to generate substantive revenue from this particular venue;
however increasing revenue potential in other areas.
Conversely, the Company may derive revenue from the marketing and
sale, either directly or through licensees, of motion pictures and
other filmed or videotaped product on videocassette or Digital
Video Disk for playback on a television set or monitor through the
use of videocassette recorders ("VCRs"), digital video disk
recorders and continued advancements of pay television (cable),
satellite broadcast technologies, and Internet applications
domestically and internationally. The Company currently holds the
distribution rights to 277 motion picture and television titles.
The revenue competition relative to existing or pending
exploitation agreements of the Company's film and television
product library and current and future production and distribution
of projects is volatile due to the many technological and
innovative changes in the industry and also changes regularly
occurring in the international economy.
LIQUIDITY AND CAPITAL RESOURCES
Management's discussion and analysis of financial condition and
results of operation should be read in conjunction with the
consolidated financial statements and related notes. In fiscal
1997 and 1998 the Company continued its involvement in a variety of
feature film and television projects relative to development,
acquisitions, packaging, production and marketing/distribution
activities. The Company also continued to pursue potential
diversified business opportunities that have cash flow
possibilities. In order to finance its operations, working capital
needs and capital expenditures, the Company utilized revenue from
licensing fees, loans, proceeds from the private sale of equity
securities, deferred compensation, profit participation, and equity
in exchange for services and product. In accordance with the
Securities and Exchange Commission "Regulation D", and subject to
Rule 144 restrictions, the Company issued 0 shares of its common
stock and 0 shares of its preferred stock in the first quarter of
1998 for cash and 76,070 shares of its common stock and 0 shares of
its preferred stock for product and services. During the first
quarter ending March 31, 1999, the Company issued 0 shares of
common stock and 0 shares of preferred stock for cash and 253,600
shares of common stock and 0 shares of preferred stock for product
and services provided by or provided to the Company. Further, in
1994, the Company entered into a loan agreement with Huntington
National Bank whereby the Company obtained a letter of credit in
the aggregate maximum amount of $50,000. The letter of credit was
for a period of 12 months and the agreement expired in February,
1995. The Company did not find it necessary to borrow under that
agreement. This credit arrangement remains available to the
registrant under the same above terms and conditions. The Company
uses its primary business loan ($50,000) line of credit provided by
Wells Fargo Bank for current cash flow needs and occasionally its
credit lines at other financial institutions, and with its
suppliers.
The Company's principal liquidity at March 31, 1998 included cash
of $23,877 and net accounts receivable of $611,198, and at March
31, 1999 cash of $24,266 and net accounts receivable of $56,752.
The Company's liquidity position has remained sufficient enough to
support on-going general administrative expense, pilot programs,
strategic position, and the garnering of contracts, relationships
and film and television product for addition to the Company's
library, and the financing, packaging, development and production
of two feature films and two television projects. Although the
Company during 1997 and 1998 experienced revenue, unless the
Company has an influx of additional capital, the Company will not
be able to accomplish its planned objectives and revenue
projections. Accordingly, the Company intends to resolve and
provide for its liquidity needs as well as provide for the needed
capital resources to expand its operations through a future
proposed public offering of its common shares to the public. It is
anticipated that such an offering will commence within the next 24
months for an amount to be determined by the Company and
underwriter(s).
To meet the Company's interim liquidity and capital resources needs
while the Company's contemplated public offering is being prepared
and examined, the Company is presently investigating the
possibilities of future loans and is considering future sales of
unregistered common equity to accredited investors under one or
more exemptions that provide for the same. In the event a loan is
obtained, one of the terms may provide that the same be repaid from
the proceeds derived from the Company's contemplated public
offering. A primary use of public offering proceeds would be the
further exploitation of the Company's current film, television
library, participations in completed films, and the continued
development, production and marketing/distribution of new film and
television production opportunities.
RESULTS OF OPERATIONS
The Company has presented a consolidated balance sheet which
includes three active wholly-owned subsidiaries: World Wide Films
Inc., World Wide Productions Inc., and World Wide Film & Television
Institute. The Company's charter allows it to branch into
diversified fields of enterprise provided management concludes
there is a significant potential for profit. It is the decision of
management to continue the major portion of the Company's
operations in the motion picture and television industry, but since
the primary business objective of the Company is to increase the
value of its stockholders' equity, if and when opportunities arise
to make profits for the corporation in a diversified industry, the
Company shall investigate and pursue such opportunities.
The Company's motion picture and television participation strategy
has been to expend its resources and to set in place relationships
and contracts in preparation for the continued development,
acquisitions, production and/or marketing/distribution of quality
moderate budget feature length motion pictures and television
productions. The strategy additionally includes the acquisition of
screenplays and teleplays suitable for development and completed
motion pictures and television projects for licensing and
marketing/distribution opportunities for all applicable sales
territories throughout the world.
At such time that the above-referred to additional working capital
is secured, it is the Company's opinion that substantial revenue
will be generated by the existing film and television library and
future distribution of potential new product, ultimately realizing
its projected return on investment. Arrangements for participation
by the Company in various feature film and television productions
for the last 24-month period include gross and net revenue
participations in the following feature film and television
production ranging between 2-60% of worldwide revenue potential
including all markets and all media that the particular production
is distributed in.
(1) In 1997, post production and distribution of the documentary
entitled THE OUTLAW TRAIL, 100 YEARS REVISITED, in association with
Western Sunset Films. (2) In 1998, development and production of
the television production entitled CLASSIC CAR, in association with
SLIM, Inc.
Other arrangements include marketing and distribution of a feature
length film acquired by the Company entitled CITIZEN SOLDIER
originally produced by M&D Productions, purchased by the Company in
1995 and providing a 60% gross revenue participation to the Company
in perpetuity. Also, in 1995, the Company purchased thirty-seven
feature film submaster (videotape) prints from Stanley Pappas
providing 20% of any gross revenue of the product in perpetuity,
and the television production series entitled TIPS FOR BETTER
HEALTH and MARKET PLACES OF THE WORLD, both owned and produced by
Pacific Pictures Inc. and providing 5% gross revenue co-production
participation to the Company in perpetuity. Additionally in 1995,
the Company 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 Company owns as part
of its completed product library. In 1996 the Company licensed to
Wittman Productions Inc. twenty feature films and television
productions for $75,000 and 40% of net revenue for the right to
telecast and exploit those productions which the Company owns as
part of its library. In 1995 and 1996, certain other film and
television participations of the Company included development and
packaging arrangements, the Company's review and in certain cases,
advice and counsel on screenplays and screenplay development
scenarios for the subsequent possible packaging and production and
distribution of a particular project. The most significant of
these productions, their production companies, and percentage of
future gross revenue allocated to the Company, were the feature
length film entitled CHOICE offered by production company Best
Pictures Inc. (50%); and the feature length film entitled ALONG FOR
THE RIDE offered by production company Wittman Productions Inc.
(50%).
In 1999 and 2000, the Company expects to produce and/or distribute
two full length feature films or specialty television projects for
theatrical and ancillary worldwide exploitation. The productions
will be entirely or in large part under the responsibility, control
and ownership of the Company. All financing for the completion of
the recently completed feature length production entitled SHATTERED
ILLUSIONS featuring Morgan Fairchild, Bruce Weitz, Richard Lynch
and Dan Monahan was secured and the production was completed and is
now in distribution. The feature length production, ALONG FOR THE
RIDE and/or MR. CORKLESBY, has approximately 50% of the financing
secured and negotiations for the remainder in process.
Relative to the Company's 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 Company's projected
revenues of this subsidiary, World Wide Medical Services Ltd.
Part II. Other Information
Item 1. Legal Proceedings
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Company is a party or to which any of its assets are subject.
However, the Company is currently in ongoing negotiations for the
reimbursement of lost material which consists of eight 1" and/or
3/4"
and/or digital betacam videotape and 35mm film submaster copies of
feature length motion picture and television productions, owned or
controlled by the Company which were maintained at a post
production film and video facility. The Company's attorneys are
preparing litigation and related processes relative to the lost
material in the event the results of the negotiations are
unsatisfactory. The Company is seeking damages in the amount of
three hundred ninety seven thousand five hundred ($397,500) dollars
for the loss of its "stored material". Further, the co-producers
with the Company's subsidiary, World Wide Films Inc., pertaining to
a feature length film have commenced litigation to attempt to
desolve the Co-Production Agreement which exists between the
Co-Producer and the Subsidiary relative to the production
processes of
that feature length film. The Company's management and attorneys
believe the lawsuit to be groundless, therefore ultimately
resulting in a favorable Judgment for the Company.
Various legal actions, governmental investigations and proceedings
and claims may be instituted or asserted in the future by the
Company or against the Company and/or its subsidiaries including
those arising out of alleged deficiencies in the company's
products; governmental or industry regulations relating to safety,
financial services; employment-related matters; distributor,
exhibitor, co-producer, vendor, supplier, or other contractual
relationships; intellectual property rights; product warranties and
environmental matters. Some of the foregoing matters involve or
may involve compensatory, punitive or anti-trust or other treble
damage claims in varying amounts, environmental remediation
programs, sanctions or other relief which, if granted, would
require varying expenditures.
Litigation is subject to many uncertainties, and the outcome of
individual litigated matters is not predictable with assurance.
The Company does not reasonably expect, based on its analysis,
that
any adverse outcome from such matters would have a material
effect
on future consolidated financial statements for a particular
year,
although such an outcome is possible.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
N/A
Item 4. Submission of Matters to a Vote of Security Holders
On January 9, 1999, the Company filed Proxy material with the
Securities and Exchange Commission in accordance with Rule 14(a).
The proxy statement requested shareholders to vote for management's
nominees to the Company's Board of Directors. Management's
recommendation's were elected; 25,015,888 shares in favor, 50,250
shares opposed, and 7,000 shares abstained.
Management also requested shareholders to approve a combination
restructuring of the outstanding stock of the Company (reverse
split). The shareholders approved the restructuring as filed with
the Securities and Exchange Commission in accordance with Rule
14(a), 25,016,888 shares in favor, 50,250 shares opposed, and
6,000 shares abstained.
Item 5. Other Information
N/A
Item 6. Exhibits and Reports on Form 8-K
N/A
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------
27.1 Financial Data Schedule
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereto duly authorized.
WORLD WIDE MOTION PICTURES CORPORATION
June 7, 1999 /s/ A. Robert Sobolik
A. Robert Sobolik
Executive Vice President/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27
Financial Data Schedule
"This schedule contains summary financial information extracted
from March 31, 1999 10QSB and is qualified in its entirety by
reference to such financial statements."
</LEGEND>
<S> <C>
<PERIOD-START> JAN-01-1999
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1999
<CASH> 24,266
<SECURITIES> 0
<RECEIVABLES> 206,752
<ALLOWANCES> 0
<INVENTORY> 14,276,515
<CURRENT-ASSETS> 81,018
<PP&E> 49,937
<DEPRECIATION> (1,480,493)
<TOTAL-ASSETS> 13,465,646
<CURRENT-LIABILITIES> 18,387
<BONDS> 16,300
0
1,212
<COMMON> 47,883
<OTHER-SE> 13,381,864
<TOTAL-LIABILITY-AND-EQUITY> 13,465,646
<SALES> 0
<TOTAL-REVENUES> 28,370
<CGS> 0
<TOTAL-COSTS> 46,200
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (17,830)
<INCOME-TAX> 0
<INCOME-CONTINUING> (17,830)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,830)
<EPS-BASIC> .000
<EPS-DILUTED> .000
</TABLE>
