U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-27454
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WORLD WIDE MOTION PICTURES CORPORATION
(Name of small business issuer in its charter)
MICHIGAN 33-0081215
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
2120 MAIN STREET, SUITE 180, HUNTINGTON BEACH, CA 92648
(Address of principal executive offices) (Zip Code)
(714) 960-7264
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [x] No [ ]
Indicate the number of shares outstanding of each of the
Issuer's classes of common stock as of the latest practical date:
48,381,592 shares of Common Stock (par value $.001 per share)
outstanding on December 31, 1999.
Part I
Item 1. Description of Business.
BUSINESS DEVELOPMENT
INCEPTION THROUGH DECEMBER 1999
World Wide Motion Pictures (a sole proprietorship)(the
"Predecessor") was founded in July of 1977, with the guidance and
consultation of well-known producer and director Otto Preminger,
under the name of World Wide Motion Pictures and later incorporated
under the laws of the state of Michigan on December 9, 1980 under
the name of World Wide Motion Pictures Corporation (the
"Predecessor") and has filed "annual reports" with the state of
Michigan securities bureau as required by Michigan law. The
Predecessor was formed for the purpose of financing, developing,
producing, purchasing and distributing filmed and taped motion
picture and television product for consumption by the general
public. In March of 1981 the Predecessor acquired G.L.
Productions, Inc. and all of its facilities, a Washington, D.C.
company. In November of 1983, the Predecessor, through a
reorganization agreement, merged with the National Power
Corporation (the "Company")(formerly Juggernaut Energy
Corporation), a Utah public corporation. National Power
Corporation's common stock was traded on the over-the-counter
market with registered broker-dealer firms making a market
nationally. Contemporaneously with the merger, the name of the
Company was changed to WWMP Inc. and subsequently changed to World
Wide Motion Pictures Corporation. At the time of this filing, the
Company has shareholders in 32 states and 7 foreign countries
including England, Japan, Singapore, Australia, Germany, Israel,
and Canada including the names of 15 broker-dealer firms holding
the Company's common securities.
The Predecessor formerly was, and currently the Company is,
organized to finance, develop, produce, purchase and
market/distribute a wide variety of motion picture and television
projects including feature films, short subjects, docudramas,
documentaries, industrial films, and television productions using
a formula of high technology, moderate budget, cost control, and
continual flow of product. The Company is engaged in and pursuing
diversified business enterprises with profit potential as
authorized by its charter and bylaws such as new and emerging media
technologies, educational seminars and health care services.
The Company has an active 18-member Board of Directors; Board
designated committees including Executive, Audit, Finance, and
Personnel; staff operating committees including Production and
Product Development, Standards, and Experimental projects; elected
officers, and an Advisory Board of Directors. Certain other
individuals who provide technical, theatrical, marketing, business,
and production services to the Company on a specific ongoing basis
have entered into contracts with the Company.
The following transactions represent certain events that have
transpired throughout the history of the Company's business that
resulted in major developments within the Company's current
corporate strategic plan and the specific developments regarding
the company's business in the last three years.
(bullet) CORPORATE ACQUISITION BY THE PREDECESSOR
In March of 1981, the Predecessor acquired G.L. Productions Inc.,
a Washington, D.C. company ("GLP") and all of its assets. GLP was
a production and distribution company producing and distributing
short subject, docudrama, documentary and industrial motion
pictures. Certain of GLP's productions were produced and
distributed in conjunction with the United States Government. The
Predecessor acquired GLP by the exchange of 12,469 then authorized
and previously unissued shares of the Predecessor which, upon
merger with the Company, became 2,012,814 shares of common stock of
the Company. These shares were issued to GLP's president and sole
owner, George T. Lindsey, for 1000 shares of GLP unregistered
common stock representing 100% of GLP's outstanding common stock.
Mr. Lindsey is currently a Vice President for the Company and is
entitled to a contractual sales commission of five (5%) percent of
any revenue of the product library of the Company that was owned by
GLP prior to its acquisition by the Predecessor from lease or sale
by him personally to third parties. (There have been no
commissions earned by Mr. Lindsey during the past three years.)
(bullet) THE NATIONAL POWER CORPORATION AGREEMENT AND PLAN OF
REORGANIZATION
On February 7, 1980, Juggernaut Energy Corporation was incorporated
under the laws of the state of Utah. In April of 1980, Juggernaut
Energy Corporation had prepared an offering circular for the
issuance of an initial public offering of up to 500,000 shares of
its common stock for the purpose of acquiring a maximum of $100,000
or minimum of $50,000 in working capital. The offering was
underwritten by First Equities Corp. of Salt Lake City, Utah, the
effective date of which was April 18, 1980. The stock offering
price was $.20 per share and the offering was closed upon the
acquisition of the minimum amount of expected proceeds. Combined
with the original incorporator's stock, immediately following the
close of the public offering, the Company's outstanding shares of
common stock totalled 1,350,000 (150,000 initially issued to
Officers, Directors and Founder of the corporation; 500,000 from
offering; 150,000 at par value $0.01 as partial consideration for
the assignment of interest in oil exploration; 550,000 for
$5,500.00 cash). On October 17, 1981, Juggernaut Energy
Corporation amended its Articles of Incorporation to effect a name
change to National Power Corporation, increase the authorized
common stock to 50,000,000 shares, and decrease the par value from
$.01 to $.0025 per share.
On October 14, 1983, National Power Corporation executed a letter
of intent with the Predecessor, the material provisions of which
provided that the Predecessor would exchange 145,578 of its
unregistered common shares for 23,500,000 of the issued and
outstanding capital stock of National Power Corporation. On
February 10, 1984, pursuant to a special meeting of shareholders of
the National Power Corporation, a majority of the National Power
Corporation's issued and outstanding shares adopted resolutions
relating to the consummation of an Agreement and Plan of
Reorganization as between the Predecessor, namely World Wide Motion
Pictures Corporation and the National Power Corporation. In
connection with the foregoing, the Predecessor issued to the
National Power Corporation 145,578 shares of its unregistered
common stock and in consideration therefore, the Predecessor
acquired, in a tax-free stock for stock transaction (calculated to
comply with Internal Revenue Codes), approximately 94% of the
issued and outstanding shares of the National Power Corporation.
Further, the merger process resulted in a change in the Company's
number of shares issued, outstanding and authorized and a change in
par value. Also, as a result of the foregoing transaction, a
change in control of the Company took place and a new board of
directors was elected. The National Power Corporation also amended
its Articles of Incorporation to effect a name change to World Wide
Motion Pictures Corporation, the Company.
(bullet) SECURITIES OFFERINGS OF THE PREDECESSOR AND COMPANY
In June of 1982, the Predecessor's securities counsel, Dykema,
Gossett, Spencer, Goodnow & Trigg, under the direction of the
Predecessor's management, prepared an unregistered private
placement limited partnership offering circular for the production
of one full length feature motion picture. Net proceeds to the
company would have been $1,000,000 (50 units at $20,000 per unit).
The offering was prepared as a self-underwriting financing proposed
by the Predecessor to be formed in compliance with the Uniform
Limited Partnership Act of the State of Michigan. The offering was
abandoned prior to any sales of units as a result of a change in
strategic planning by the Predecessor's management. Essentially,
management concluded that expending all of its production resources
in the preparation of one motion picture was unduly speculative and
that participation in a broad range of film and television
partnership packages would thereby assure a greater degree of
opportunity for success.
In March of 1986, the Company's securities counsel, Berry, Moorman,
King, Cook and Hudson, under the direction of the Company's
management, prepared a registered private placement limited
partnership offering circular for the production of four full
length feature motion pictures. Net proceeds to the Company would
have been $200,000 minimum or $4,960,000 maximum (40 units at
$5,000 per unit minimum/992 units at $5,000 per unit maximum). The
offering was to be underwritten by R.B. Marich Inc., a registered
broker/dealer firm in Denver, Colorado, and W.R. Lazard & Co., a
registered broker/dealer firm in New York, New York. The offering
was withdrawn as a result of impending changes that occurred in the
United States tax laws at that time. All proceeds that were
committed to the offering were returned.
The Company has not proposed a public offering of its common stock
since the initial public offering of the National Power Corporation
in 1980.
(bullet) FILM LIBRARY ACQUISITIONS
The Company acquires various completed motion pictures and
television productions, some of which are totally or partially
purchased in exchange for common stock, preferred stock, and a
revenue participation of the Company. A significant acquisition
occurred in November of 1991, at which time the Company entered
into an agreement with an un-related non-affiliated entity,
Presidio Productions, a California corporation ("Presidio"),
whereby the Company acquired all right, title and interest in 136
motion picture and television productions ("Product") in exchange
for a total consideration aggregating 2,000,000 fully paid,
non-assessable, unregistered Rule 144 shares of common stock of the
Company and 25,000 fully paid, non-assessable, unregistered shares
of preferred stock of the Company. Further terms and conditions of
the Company/Presidio transaction were as follows: a.) The Company
agreed to cause all of the common shares being issued to Presidio
thereunder to be issued immediately following the "closing" of the
Company/Presidio transaction; and, b.) The Company issued the
remaining preferred shares upon the delivery of all physical
elements of the product including 35mm gauge negative film footage,
35mm gauge answer print film footage, 1-inch videotape masters,
3/4" videotape submasters, and 1/2" videotape archival cassettes.
The value of the film library was determined by arms-length
negotiations between the buyer and the seller which included review
of production and replacement costs, previous marketing experience
and marketing potential. Accordingly, the Company, pursuant to
GAAP, reported the transaction in the financial statements at
$12,750,000 under unclassified assets. On December 14, 1992, the
Company/Presidio transaction was considered closed, with all
parties thereto having executed the agreement and Product delivered
to the Company. Under the terms of that same agreement all Product
had been delivered by Presidio to the Company in good condition and
represented to be free of any and all liens or encumbrances along
with a bill of sale regarding the same. A limited amount of
revenue has been received from the leasing of films and television
productions in the library.
(bullet) FORMATION OF OPERATING SUBSIDIARIES OF THE COMPANY
In July, 1993, the Company formed two fully operational, wholly
owned subsidiaries, World Wide Film & Television Institute and
WWMPC Environmental Services Corporation. The Institute's primary
business is the development, production, marketing, and
implementation of educational symposiums, workshops, lectures, and
forums, on a national basis in areas covering the entertainment
industry specifically film and television, financing, packaging,
production, marketing/distribution, and the political/networking
process that accompanies these areas of expertise. Main events
(primarily symposiums and seminars with more than one hundred
participants) are scheduled on an annual basis and workshops,
lectures and forums intermittently throughout the year. The
Company's first entry into a completely diversified field was the
formation of WWMPC Environmental Services Corporation. This
company's primary business was the marketing and distribution of
environmental services (including detection and remediation of
indoor air quality for residential and commercial dwellings and
products)(including indoor air quality testing kits for residential
and commercial dwellings); the orchestration, production,
marketing, and implementation of information seminars and
infomercials designed specifically for contractors and other
professionals in the energy business desirous of augmenting their
existing activity by entering the environmental services field.
Special staff with expertise in this area was retained by the
Company's management to ensure optimum productivity and growth
potential. The Company discontinued the operation of this business
in December 1994.
Subsidiary corporations are formed periodically for the purpose of
developing, producing, or distributing one or more motion picture
or television productions owned and/or controlled by the company.
The subsidiary corporations, when active, individually operate as
a separate business with separately defined boards of directors,
executive and operating officers, investors, liabilities,
production or co-production teams and revenue sharing arrangements.
Currently, in addition to World Wide Film and Television Institute
Inc., the company has three active "production" corporation
subsidiaries; World Wide Films Inc., which was recently used for
the production of the feature length motion picture tentatively
entitled "Shattered Illusions" featuring Morgan Fairchild, Bruce
Weitz, Richard Lynch, and Dan Monahan; World Wide Productions Inc.
for the production of an upcoming specialty television production
entitled "The Classics", and the feature length motion picture
tentatively entitled "Along for the Ride"; and World Wide
Entertainment Inc. with several feature film and television
productions in development.
BUSINESS OF COMPANY
PRINCIPAL PRODUCTS AND SERVICES OF THE COMPANY
The principal business of the Company is the development,
financing, production, purchasing and marketing/distribution of
feature films/video productions and various other forms of filmed
and/or televised entertainment. In addition, the Company and its
Associates produce/co-produce documentaries, docudramas, industrial
films, and specialty television productions for consumption by the
general public. Feature films and short subject projects completed
and/or marketed by the Company are generally rented or sold to
national and international theater chains, independent television
stations and television networks. Revenue can be generated from a
variety of sources. The three basic sources are: (1) theatrical
exhibition pursuant to agreements which generally provide for
payment by the exhibitors of a percentage of box office receipts
with or without a guarantee of a fixed minimum, (2) licensing to
television networks, regional broadcasters and syndicated
arrangements pursuant to agreements which provide for a fixed
license fee payable in periodic installments; and (3) wholesale of
film/video product to national and regional home video outlets
encompassing both foreign and domestic markets pursuant to a fixed
retail rental formula. Substantial additional profits may also
accrue from ancillary exploitation of media product including
satellite broadcast, merchandising, literary rights and related
paraphernalia.
The Company produces/co-produces and markets its film and
television product as individual motion pictures and television
productions which are customarily organized and accounted for as
separate businesses with their own management, employees, equipment
and budgets. Currently, the Company is using wholly owned
subsidiary corporations it has formed for motion picture and
television production. The controlling production entity or
co-production entity (in certain cases, the Company) has primary
overall responsibility for all aspects of a project, from
pre-production, principal photography and post production through
marketing and distribution. The individual producer(s) for each
film or television project is responsible for general management
and administrative coordination of the film or video as well as
participation in the planning, principal casting, technical and
creative responsibilities to be performed in conjunction with the
director of the production. The production of a full length motion
picture or feature television project involves a number of related
activities which, in general, can take six months to more than a
year to fully complete.
Producers, directors, performers, writers, and various technicians
who participate in the production of the Company's film and
television projects are generally retained on a project-by-project
basis, and are normally compensated by negotiated fixed fees and/or
all standard guidelines set down by unions and guilds in the motion
picture and television industry.
The Company's various production, development, marketing, and
finance committees continuously review and, in specific cases
consult on or package feature film and television projects for
financing, production, and distribution. Management of the Company
has, since the Company's inception, encouraged "open" screenplay
and teleplay submission in addition to the submission of completed
project acquisition possibilities in all genre of filmed and video
taped entertainment in order to insure the best possible
opportunity for selection of quality and marketable product for the
Company to be involved.
The Company currently owns and maintains a completed screenplay and
teleplay literary library encompassing 57 WGA (Writer's Guild of
America) registered properties from which it periodically reviews
and occasionally selects the most imaginative and promising ones
for either development, production, or marketing. Certain
screenplays and teleplays currently owned or optioned by the
Company have been developed and packaged for production throughout
the history of the Company.
Additionally, the Company currently owns and maintains a completed
film and television library encompassing 281 titles of feature
length motion pictures, documentaries, docudramas, and television
projects. For internal control purposes, the Company's Board of
Directors directed management to retain an independent appraiser in
order to further establish verification of the value of its
completed product library as currently determined by staff and
management. The Company also owns certain film equipment, a sound
effects library, a still slide library, novels and options on
treatments and holds a beneficial interest in certain ongoing
contracts. Options on literary treatments otherwise defined as
developing storylines and creative ideas are occasionally secured
by the Company and company's like the Company for the purpose of
developing the storyline or creative idea into a fully developed
screenplay or teleplay at some unknown time in the future. The
Company may or may not contribute expertise to a film or television
project such as script polishing, script rewriting, packaging,
financing, scheduling, budgeting, and line production. The
Company's "beneficial interest" (percentage of future revenue, if
any) in certain ongoing contracts includes certain of the
above-referred to options or options on already fully prepared
screenplays or teleplays which may or may not be produced into a
film or television production at some unknown time in the future.
None of the ongoing contracts "beneficial interest" entered into by
the Company is significantly material to the Company's current
financial condition and/or operations at the present time. The
full development of the contracts is dependent on the acquisition
of additional capital by the Company.
Distribution of product by the Company initially can be and
currently is generally channeled through the Company's
distribution/marketing network of associated companies, the
Company's Producer's Representatives, television syndicators and
all other established customary channels used by independent
producers and production companies. The Company's
distribution/marketing network of associated companies is comprised
of a wide variety of domestic and foreign film distributors and
television syndicators, all of which have extensive backgrounds of
experience and knowledge in specific areas of marketing and
distribution of film and television product including domestic film
distribution, foreign film distribution, domestic television
syndication, foreign television syndication, domestic home video
distribution, foreign home video distribution, and domestic and
international cable, pay-per-view and satellite broadcast. The
Company's Producer's Representative, in some cases, acts as a
liaison between the Company and the above referred distribution
network relative to specific contractual points of discussion for
a particular transaction the Company may be contemplating for the
exploitation of one of its product.
The principals of the Company have a proven record of professional
experience demonstrating their training and knowledge in high
quality, cost controlled, moderately budgeted film/video
productions and innovative marketing and distribution skills.
Certain of these backgrounds include production and marketing
experience at both large studios and small independent companies.
The combined number of motion pictures and television productions
the production and marketing personnel of the Company have been
instrumentally involved with encompass over 100 productions. The
production and marketing team is skilled and/or expert in the use
of the latest technological filming and video taping techniques,
state of the art equipment, and administrative control, i.e.,
experienced budget scheduling and production/distribution cost
supervision and distribution capabilities. Certain of the
technological expertise and/or equipment that is used by the
Company's professional personnel include theatrical "Platform
Releasing" (e.g., THE RIVER RUNS THROUGH IT (in current video
release), Tri Star Pictures, in excess of $30 million in gross
revenue worldwide; PULP FICTION (in current video release),
Miramax, in excess of $100 million in gross revenue worldwide; THE
POSTMAN (in current video release), Miramax, in excess of $15
million in gross revenue worldwide), "Regional Break Releasing",
"Test Market Releasing"; Panavision, Kodak, Arroflex, and Nikkagami
camera equipment in 16, Super 16 and 35mm gauge format; Avid,
Protools, and Media 100 post production and editorial equipment for
film and video; Keylight lighting equipment; and DHX, DAK and
Nagomi sound equipment.
The principals of the Company have developed, produced, distributed
and consulted on a wide variety of feature films, documentaries,
docudramas, short subjects, television productions and industrial
motion pictures. They and/or their productions have earned a wide
variety of many national and international film/television
production awards including, as an example: Emmy awards (David
Toma/CBS Movie-of-the-Week, BABIES HAVING BABIES), Emmy
nominations, Drummer awards (former executive vice president and
current advisor Henry Barth/wide variety of industrial and training
films), gold/silver and bronze medals from various international
film festivals (George Lindsey/New York and Chicago Film Festivals
for docudramas and documentaries), Academy awards and academy award
nominations (Charles Newirth/feature film FORREST GUMP) and Academy
award nominations (Fred Baron/feature film ROBOCOP)(John R.
Woodward/feature film THE SHAWSHANK REDEMPTION).
The Company and its principals have entered into various ongoing
agreements and arrangements relative to the consultancy,
production, financing and distribution of motion picture or
television projects. Many of the agreements and arrangements
contain provisions which could result in revenue to the Company.
Although a significant part of the Company's historical operations
has been devoted to developing and consummating these agreements
and arrangements with a wide variety of companies and individuals
within the entertainment industry, the potential revenue resulting
from such agreements and arrangements has not been shown as
receivables or assets on the Company's financial statements.
Potential revenue from the above referred-to ongoing agreements and
arrangements can be acquired by the Company utilizing general and
more specific markets and technologies, which in the opinion of the
Company's management, will also increase in scope and size. As
indicated by a wide variety of industry publications including
Variety and The Hollywood Reporter, current trends indicate that
these future markets and expanding technologies, such as the
increase in the deregulation of the European television industry
and 100+ channel global satellite television programming, will
extend for a lengthy period of time. In the opinion of the
Company's management, these future markets and expanding
technologies will continue to promote further new ways to exploit
film and television entertainment product; i.e., with mass appeal
increasing as specific technological industries such as high
definition television, CD-Rom, DVD, and expanded Internet
communications. Full and complete exploitation of these agreements
and arrangements by the Company will require the acquisition of
additional working capital, which the Company is anticipating to
achieve through financial offerings and/or other traditionally used
methods of private sector, commercial banking, and other methods of
capital acquisition used by small and midsized companies.
Since its creation in July of 1977, the Company's management
continuously researches current data, updates pertinent technical
information, and has subsequently implemented procedures regarding
the production of and consultancy for moderately budgeted feature
film (production budgets of approximately $250,000 to $5,000,000)
and television projects produced on a continual flow of product
basis. (Management of the Company define "continual flow of
product" as the production of motion picture and television product
produced on an overlapping production basis; ie., 3 weeks into 4
weeks of post production for production "A", principal photography
on Production "B" begins; and 3 weeks into 4 weeks of principal
photography on Production "B", pre-production on Production "C"
begins.) It is the Company's opinion that following this
production process will help to ensure a "continual flow of
product" for the marketing and distribution of product by the
Company and subsequently help to ensure and increase a continuous
revenue stream. The above formula is a central basis for the
Company's profit making strategy. It is the opinion of management
that such strategy has a high percentage of opportunity for
success. The full realization of profits from the Company's
strategic preparations is dependent on the acquisition of
additional capital.
The following transactions represent the most significant
potentially revenue-producing arrangements relative to motion
picture and television production, co-production, marketing,
consulting and acquisitions the Company has entered into to date.
(bullet) DOCUMENTARY/DOCUDRAMA/SCREENPLAY ACQUISITION AND MARKETING
On March 18, 1981, the Company acquired G.L. Productions, Inc.
("GLP") of Washington, D.C. and all of its facilities and
productions including twenty-eight 30 and 60-minute documentaries
and docudramas and 42 completed/registered screen and teleplays
("product"). Certain titles include RHOUTES TO GYANA featuring
Leonard Nimoy, YOU'VE COME A LONG WAY MAYBE featuring Barbara
Walters; and THE LOST ANCIENT CITIES OF TOPAN AND TIKAL featuring
Brock Peters. The Company and GLP have entered into various
television syndication and public broadcast agreements since the
acquisition of the product relative to the marketing and
exploitation of the product. According to the terms of the
acquisition, the Company retains 100% of any potential producer's
gross revenue percentage accruing to the Company from any and all
marketing and exploitation of the product worldwide in perpetuity.
(bullet) SCREENPLAY/TELEPLAY ACQUISITION
On November 28, 1983, the Company entered into an acquisition
agreement (Agreement) with Paul Alex Productions of Huntington
Beach, CA for the purpose of acquiring all right, title and
interest in 12 completed screenplays and teleplays ("product").
The product was registered with the Writer's Guild of America West
and consisted of various genre of story content. According to the
terms of the acquisition, the Company retains 80% of any potential
producer's gross revenue percentage accruing to the Company from
any and all marketing and exploitation of the produced product
worldwide in perpetuity.
(bullet) FEATURE FILM CO-PRODUCTION
On March 26, 1987, the Company entered into a co-production
agreement (Agreement) with G.O.D. Entertainment/The Pitch Limited
of Los Angeles, CA for the purpose of co-producing the feature
length motion picture entitled HOLLYWOOD HEARTBREAK aka PITCH
("product"). The product, which stars Mark Moses, Carol Mayo
Jenkins and James LeGro, completed production in June of 1987, and
was distributed by subdistributor, Raystar Distribution Company, to
video outlets throughout the United States and Europe. According
to the terms of the Agreement the Company retains 5% of any of the
potential producer's net revenue percentage accruing to the Company
from any and all marketing and exploitation of the product
worldwide in perpetuity.
(bullet) TELEVISION ACQUISITION
On May 19, 1987, the Company entered into an acquisition agreement
(Agreement) with United Development Industries/Topper Ltd. of Los
Angeles, CA for the purpose of acquiring all right, title and
interest in the television production entitled VEGAS DAZE
("product"). The product, which stars Larry Storch, Forrest
Tucker, Ruth Buzzi and Gary Owens was distributed by
sub-distributor Palm Springs Distribution Company to video outlets
in
regional southwest territories. According to the terms of the
Agreement the Company retains 50% of any of the potential
producer's net revenue percentage accruing to the Company from any
and all marketing and exploitation of the product worldwide in
perpetuity.
(bullet) TELEVISION CO-PRODUCTION
On April 11, 1990, the Company entered into a co-production
agreement ("Agreement") with Pacific Film Group of Los Angeles, CA
for the purpose of co-producing and distributing three 30-minute
television productions entitled HOLLYWOOD HOTTEST STUNTS, THE REAL
GODFATHERS, and THRILLS, CHILLS AND SPILLS ("product"). The three
independently hosted productions were distributed by distributor,
Myntex Corporation through the Handleman Company, in a "video
sell-through" arrangement throughout the United States and Canada.
According to the terms of the Agreement the Company retains 3% of
any potential producer's gross revenue percentage accruing to the
Company from any and all marketing and exploitation of the product
worldwide in perpetuity.
(bullet) FEATURE FILM ACQUISITION
On September 6, 1990, the Company through a purchase agreement
("Agreement") with Tagerick Films of Los Angeles, CA acquired all
right, title and interest in the feature length motion picture
entitled TERROR ON SHADOW MOUNTAIN ("product") starring Richard
Groat and Bill Smith. At the time of this filing the product was
in post production and has not been distributed in any markets or
territories. According to the terms of the Agreement the Company
retains 50% of any potential producer's gross revenue percentage
accruing to the Company from any and all marketing and exploitation
of the product worldwide in perpetuity.
(bullet) FEATURE FILM CO-PRODUCTION
On October 21, 1991, the Company entered into a co-production
agreement ("Agreement") with J.O.E. Productions and Webb Films
International of Los Angeles, CA for the purpose of co-producing
the feature length motion picture entitled BREAKING UP WITH PAUL
aka MOVIES, MONEY AND MURDER ("product"). The product which stars
Martin Mull, Karen Black, and Laine Kazan completed production in
December of 1990, and was distributed by Hills Entertainment Inc.
to video retail outlets throughout the world. According to the
terms of the Agreement the Company retains 2% of any potential
producer's gross revenue percentage accruing to the Company from
any and all marketing and exploitation of the product worldwide in
perpetuity.
(bullet) FEATURE FILM LIBRARY ACQUISITION AND DISTRIBUTION
On November 29, 1991, the Company acquired 136 feature film and
television productions ("product") from Presidio Productions Inc.
of Palm Springs, California ("Presidio") encompassing
ownership/control and collateral marketing and exploitation rights
in all markets and all territories worldwide. At the time of this
filing the product was in various stages of marketing and
distribution. According to the terms of the agreement the Company
retains 50% of any potential producer's gross revenue percentage
accruing to the Company from any and all marketing and exploitation
of the product worldwide in perpetuity.
(bullet) TELEVISION CO-PRODUCTION
On June 22, 1992, the Company entered into a co-production
agreement ("Agreement") with Webb Films International of Los
Angeles, CA for the co-production of a 60-minute television
production special entitled VIDEO MONDO aka THE RAVE ("product").
At the time of this filing the product was in post production and
has not been distributed in any market or territory. According to
the terms of the Agreement the Company retains 2% of any potential
producer's gross revenue percentage accruing to the Company from
any and all marketing and exploitation of the product worldwide in
perpetuity.
(bullet) FEATURE FILM CO-PRODUCTION/CONSULTANCY
On July 9, 1992, the Company entered into a co-production/
consultancy agreement ("Agreement") with Pacific Film Group of Los
Angeles, CA for the purpose of co-producing and rendering financial
and industry related advice to Pacific Film Group for the packaging
and production of the feature length motion picture entitled SWEET
JUSTICE ("product"). The product, which stars Mark Singer, Fynn
Carter and Mickey Rooney, completed production in August of 1992
and was distributed by Trimark Pictures to Blockbuster Video for
video retail outlets throughout the United States and Europe.
According to the terms of the Agreement the Company retains 2% of
the potential producer's gross revenue percentage accruing to the
Company from any and all marketing and exploitation of the product
worldwide in perpetuity.
(bullet) DOCUDRAMA CO-PRODUCTION
On May 8, 1993, the Company entered into a co-production and
distribution agreement ("Agreement") with independent film
producer, Lance Matthews of New York, NY, for the co-production and
distribution of a 60-minute docudrama motion picture entitled
BLUNTS & STUNTS aka TRULY COMMITTED ("product"). At the time of
this filing, the Product was in post production and has not been
distributed in any markets or territories. According to the terms
of the Agreement the Company retains 40% of any potential
producer's gross revenue percentage accruing to the Company from
any and all marketing and exploitation of the product worldwide in
perpetuity.
(bullet) TELEVISION SYNDICATION AGREEMENT
On August 23, 1994, the Company entered into a license agreement
("Agreement") with Media One Broadcasting Company of San Francisco,
CA for the television syndication of certain film and television
product owned or controlled by the Company which a portion of such
product is part of the Company's acquired film and television
library, including 14 feature length motion pictures and 3
television productions. The syndication territories included
Northern California, Arizona and Washington State. According to
the terms of the Agreement the Company retains 50% of any potential
net revenue percentage accruing to the Company from any and all
marketing and exploitation of the product worldwide in perpetuity.
(bullet) FEATURE FILM CO-PRODUCTION
On October 14, 1994, the Company entered into a Co-Production
Agreement ("Agreement") with Pacific Pictures of Los Angeles, CA
for the purpose of co-producing the feature length motion picture
entitled NATURALLY BAD ("product"). The product which stars Robert
Z'dar and Shannon Teare completed production in November of 1994,
and was distributed by Northwest Video Distribution Company to
video retail outlets throughout the United States and Europe.
According to the terms of the Agreement the Company retains 2% of
any potential producer's gross revenue percentage accruing to the
Company from any and all marketing and exploitation of the product
worldwide in perpetuity.
(bullet) FEATURE FILM ACQUISITION
On September 28, 1995, the Company entered into a Purchase
Agreement ("Agreement") with M&D Productions of San Jose, CA, for
the acquisition of all right, title and interest in the feature
length motion picture entitled CITIZEN SOLDIER ("product") starring
Dean Stockwell and Billy Gray. Delivery of all final picture
elements was completed on November 27, 1995. The Company has added
the product to its completed film and television product library
catalog for any and all leasing or rental possibilities. According
to the terms of the Agreement the Company retains 60% of any
potential net revenue percentage accruing to the Company from any
and all marketing and exploitation of the product worldwide in
perpetuity.
(bullet) TELEVISION CO-PRODUCTION II
On November 17, 1995, the Company entered into an agreement
("Agreement") with Pacific Pictures of Los Angeles, CA for the
development, co-production and distribution of a television series
of 5 special interest 30-minute productions entitled TIPS FOR
BETTER HEALTH (three shows) and MARKET PLACES OF THE WORLD (two
shows) ("product"). At the time of this filing, the series has
been distributed to independent, low power (LP) and cable
television outlets throughout the United States and has not yet
realized any material revenues. According to the terms of the
Agreement the Company retains 5% of any potential producer's gross
revenue percentage accruing to the Company from any and all
marketing and exploitation of the product worldwide in perpetuity.
(bullet) SPECIALTY VIDEO DISTRIBUTION ARRANGEMENT
On July 23, 1996, the Company entered into a Distribution Agreement
("Agreement") to market and distribute worldwide the 60-minute
specialty instructional video entitled THE INTERNET TOUR GUIDE
("product"). At the time of this filing, the product was in the
marketing and distribution phase and has not yet realized any
material revenue from such efforts. According to the terms of the
arrangement the Company retains 40% of any potential producer's
gross revenue percentage accruing to the Company from any and all
marketing and exploitation of the product worldwide in perpetuity.
CURRENT AND ANTICIPATED DEVELOPMENTS IN THE COMPANY'S BUSINESS
(bullet) FEATURE FILM CO-PRODUCTION
On February 19, 1997, the Company's wholly-owned subsidiary, World
Wide Films Inc., entered into a Co-Production and Distribution
Agreement ("Agreement") with Best Pictures Inc. of Redondo Beach,
California, for the purpose of producing the feature length motion
picture entitled SHATTERED ILLUSIONS ("Product"). The Product,
which features Morgan Fairchild, Bruce Weitz, Sy Richardson,
Richard Lynch and Dan Monahan, was completed in February of 1998
and is currently being distributed by the Company (represented by
RGH/Lion's Share Pictures [Foreign]/All Channel Films [Domestic]).
According to the terms of the Agreement, World Wide Films Inc.
retains 50% of any potential producer's gross revenue percentage
accruing to the company from any and all marketing and exploitation
of the Product worldwide, in perpetuity and the Company retains 26%
portion of any potential gross distribution revenue percentage
occurring to the Company for any and all marketing and exhibitionof
the product world wide in perpetuity.
(bullet) WEBSITE DEVELOPMENT, CREATION AND IMPLEMENTATION
On January 29, 1998, the Company entered into an agreement
("Agreement") with Mr. Ralph Johnson of Los Angeles, California and
on May 8, 1998, with Steelelink Communications of San Francisco,
CA, respectively, for the development, creation and implementation
of the Company's Internet web site. The Company's web site went
online in June 1998 and was implemented by management for the
purpose of providing a wide variety of information to the general
public and further increasing the marketing reach of its products
and services including its completed film and television product
library. Corporate financing scenarios will also be explored, via
the Internet, such as limited partnerships and stock offerings.
The Company's web page currently links to the U.S. Securities and
Exchange Commission Edgar system, E-Trade and Ameritrade. The
Company updates its website on a perpetual basis taking into
account the latest technologies offered to the Internet. The site's
address is www.wwmpc.com.
(bullet) SPECIALTY TELEVISION PRODUCTION
On August 28, 1998, the Company's wholly-owned subsidiary, World
Wide Productions Inc., entered into a Co-Production Agreement
("Agreement") with Snow Lion Interactive Media of Los Angeles,
California, for the purpose of co-producing the television pilot
and series entitled CLASSIC CAR ("Product"). The Product, which
was designed as a 13-part series, showcases domestic and foreign
production automobiles and is designed for the car enthusiast and
casual viewer. At the time of this filing, the Product was in
production. According to the terms of the Agreement, the Company
retains 50% of any potential producer's gross revenue percentage
accruing the company from any and all marketing and exploitation of
the Product worldwide, in perpetuity.
(bullet) FILM AND TELEVISION PRODUCTION ACQUISITION
On November 22, 1998, the Company entered into a Purchase Agreement
("Agreement") with Snow Lion Interactive Media of Los Angeles to
acquire a variety of film and television product ("Product") from
Snow Lion Interactive Media. Acquired Product consists of four
film and television productions of various lengths and subject
matter and additional archival film footage including a children's
television show and three specialty television shows ranging in
length from 30-60 minutes. At the time of this filing, certain of
the Product had been distributed by IQ Entertainment in the foreign
markets. According to the terms of the Agreement, the Company
retains 50% of any potential producer's gross revenue percentage
accruing the company from any and all marketing and exploitation of
the Product worldwide, in perpetuity.
BUSINESS ENTERPRISES UNDER CONTEMPLATION BY THE COMPANY
* (bullet) CORPORATE ACQUISITION NEGOTIATIONS
* For the past five years, the Company has been in the process of
reviewing and analyzing various potential corporate acquisitions
and merger possibilities, certain of which are highly diversified
such as Internet technology, instructional, and medical services.
Management of the Company has conducted indepth internal
discussions concerning the risks, requirements, potential and
overall viability of associating with a highly diversified
business. In the opinion of the Company's management, so long as
the diversified business maintains a significant level of potential
revenue producing capability, management expertise for sustaining
such ongoing revenue potential, clarity of mission statement and
objectives, and cash flow potential which could be used in the
development of the Company's core business, management of the
Company will encourage such mergers and acquisitions,
investigations and possibilities for the express purpose of
increasing, overall, shareholder value of the Company. In addition
to the quantitative and qualitative aspects of the Company's
diversification decisions, the articles, bylaws and corporate
charter of the Company provide for flexibility in the Company's
ability to explore and enter into diversified fields of enterprise.
MARKETING OF THE COMPANY'S PRODUCTS AND SERVICES
The combined experiences of the Company's management and companies
in its distribution network creates a strong and diverse marketing
position for the Company. Marketing outlets and techniques which
have been successfully utilized for the Company's products or
services in the past and/or which will be utilized in the future
either domestically or in foreign territories include: THEATRICAL
EXHIBITION, HOME VIDEO SALES, HOME VIDEO RENTAL, BROADCAST
(NETWORK) TELEVISION, SYNDICATED TELEVISION, CABLE TELEVISION,
PAY-PER-VIEW, SATELLITE TRANSMISSION, LOW POWER (LP) REGIONAL
TELEVISION, PUBLIC BROADCAST (PBS) TELEVISION, AND ANCILLARY
PRODUCT MERCHANDISING (ancillary product merchandising includes
revenues created from non-theatrical or non-broadcast exploitation
such as merchandising of clothing, toys, books and music). All or
some of these outlets are customarily incorporated into a marketing
strategy on either a regional, national, or international exposure
basis with quality, genre public appeal, and rating, all being
factors. The Company's network of marketing and distribution
companies includes independent and major industry leaders such as
UNITED ARTISTS INC. (relationship between the Company and the
company includes foreign and domestic theatrical exhibition of
feature film product), MIRAMAX FILMS INC. (relationship between the
Company and the company includes domestic theatrical exhibition of
feature film product), MGM/UA INC. (relationship between the
Company and the company includes foreign and domestic theatrical
exhibition of feature film product), RGH/LIONS SHARE PICTURES
(relationship between the Company and the company includes foreign
theatrical and all ancillary exhibition of feature film and
television product), ALL CHANNEL FILMS (relationship between the
Company and the company includes all ancillary domestic exhibition
of feature film product), CINETRUST Entertainment Co. (relationship
between the Company and the company includes foreign and domestic
broadcast, television and home video exhibition of feature film and
television product), TWENTIETH CENTURY FOX FILM CORPORATION
(relationship between the Company and the company includes foreign
and domestic theatrical exhibition of feature film product),
SHAPIRO GLICKENHAUS ENTERTAINMENT (relationship between the Company
and the company includes all ancillary foreign and domestic
exhibition of feature film and television product), PARAGON CABLE
TELEVISION (relationship between the Company and the company
includes regional cable broadcast of television product), CENTURY
CABLE TELEVISION (relationship between the Company and the company
includes regional cable broadcast of television product), MNTEX
CORPORATION (relationship between the Company and the company
includes sell-thru specialty video product) and the HANDLEMAN
COMPANY (relationship between the Company and the company includes
sell-thru specialty video product). Primary expected revenue
sources include but are not limited to:
THEATRICAL EXPLOITATION - An average of approximately 60% of
theatrical revenue within the industry as a whole is derived from
the North American market with respect to English language films.
The balance comes from overseas outlets with the most significant
being Japan, France, Germany, Italy, the United Kingdom and
Australia. The overseas market is very important to the overall
gross revenues of a film and is once again on the incline due to
the decrease in the value of the dollar. Foreign markets
fluctuate, but in general can be responsible for 60% of the total
box office revenue of the film.
The Company has earned an immaterial amount of revenue at this time
from theatrical exhibition for the feature film products known as
PITCH aka HOLLYWOOD HEARTBREAK; MOVIES, MONEY AND MURDER aka
BREAKING UP WITH PAUL; SWEET JUSTICE; NATURALLY BAD and CITIZEN
SOLDIER. (Further exploitation of this product by the Company will
require additional working capital.)
According to Richard Fay of AMC Theater circuit, the second largest
exhibitor of feature length motion picture product in the world,
there is currently a building boom occurring among exhibitors with
the number of screens in the United States beginning to increase in
the 1980's by 7.4% to more than 20,300. It is the Company's
opinion that, due to a widely known increase in public consumption
in, and desire for more feature filmed entertainment domestically
along with the increased desire by foreign markets for United
States produced feature film entertainment, this trend of expansion
for the number of screens in both the United States and foreign
territories will continue throughout this decade and well into the
next century. The exhibitors or movie theater owners generally
retain an average of 50% of the box office receipts as their fee
and remit the other 50% frequently referred to as "domestic
theatrical film rentals" to the film's distributor. Home video
advances for feature films can range from $10,000 to more than
$5,000,000 plus escalators based upon such variables as box office
performance, print and advertising expenditures and the number of
screens secured during theatrical release.
CABLE TV, PAY TV, DBS, AND MATV EXPLOITATION - Pay television has
shown tremendous growth over the past decade. The market leaders,
past and present, have been Home Box Office (HBO), Cinemax, and
Showtime/The Movie Channel. These pay television services have
recently exhibited over 300 films per year. Of the approximately
$20 (basic) price per month that a pay television subscriber pays
to a cable company, about $10 is returned to the pay television
service and in turn, $3 to $6 is returned to the distributor.
Distributors, on exclusive multi-picture studio arrangements, have
been able to command prices of $3 to $8 million per film. On a
non-exclusive basis, prices range from $500,000 to $2 million per
film where the film has achieved average success. Certain of the
Company's film and/or television product are or have been shown
periodically on cable television throughout the world.
A relatively new area of exhibition is PAY-PER-VIEW. At present,
there are approximately 12 million homes equipped to receive the
service and that number is expected to increase to 30 million by
the end of the decade. Prices generally charged for pay-per-view
range from $10 to $50 per show to the consumer depending on the
nature of the entertainment, of which approximately 60% is being
returned to the distributor. The expanding growth in this area
will continue to be a major new revenue source for film
distribution.
MATV (Master Antenna Television) systems available in North America
produce an additional though relatively small revenue source for
films and DBS (Direct Broadcast Satellite) is beginning to make
substantial inroads, primarily throughout Europe in those countries
where residential cable service is not readily available.
The Company has earned an immaterial amount of revenue at this time
from cable television, pay television, DBS and MATV for the feature
film projects entitled PITCH aka HOLLYWOOD HEARTBREAK; MOVIES,
MONEY AND MURDER aka BREAKING UP WITH PAUL; SWEET JUSTICE,
NATURALLY BAD, CITIZEN SOLDIER, and television production specials
entitled KJ COUNTRY, specialty videos entitled THRILLS, CHILLS &
SPILLS; THE REAL GODFATHERS; HOLLYWOOD'S HOTTEST STUNTS, and
fifteen public domain classic feature film production prints owned
by the Company. (Further exploitation of this product by the
Company will require additional working capital.)
NETWORK TELEVISION EXPLOITATION - The broadcast television industry
in North America is dominated by three networks, ABC, CBS and NBC.
With the recent development of Fox Broadcasting in addition, the
network's generally license 75 to 150 theatrical films annually and
commission approximately 125 made-for-television movies (MOWs) from
independent producers such as the Company. In addition, they
broadcast over 100 hours of miniseries. American and foreign
television networks are still very significant buyers of feature
films. In the United States they have become less aggressive than
the pay television companies in their pricing policies. The price
range for multiple broadcast of a film by a major network is
between $500,000 and $5 million. Exceptional films may command
substantially higher prices.
The Company has earned an immaterial amount of revenue at this time
from network television exploitation for the feature film product
known as PITCH aka HOLLYWOOD HEARTBREAK; MOVIES, MONEY AND MURDER
aka BREAKING UP WITH PAUL; SWEET JUSTICE, NATURALLY BAD, and
CITIZEN SOLDIER. (Further exploitation of this product by the
Company and/or its associates will require additional working
capital.)
SYNDICATED TELEVISION EXPLOITATION - Revenue from rights granted to
individual independent television stations (of which there are over
250 in North America), has increased in recent years as the number
(over 300 in U.S./Canada) and financial strength of local stations
has increased. These stations usually described as the
"syndication market" and often loosely associated for product
buying purposes now rival the traditional standard (broadcast)
television networks in competing for viewers. As the core of their
programming, these stations use syndicated (after network)
television series and feature length films.
The Company has acquired immaterial revenue at this time from
syndicated television exploitation for the television production
special known as KJ COUNTRY. (Further exploitation of this product
by the Company will require additional working capital.)
OTHER REVENUE - i.) Non-theatrical revenue results from a film or
television project being made available to airlines, schools,
public libraries, community groups, ships at sea, prisons, and
bases for the military forces; and
ii.) Ancillary markets such as the rights to use the images of
characters in a film or television project for merchandising
purposes in connection with video games, toys, t-shirts, posters,
and like paraphernalia; and
iii.) Revenue may also be realized from the novelization of the
screenplay/teleplay and other related publications, music used in
the film and television projects sold as soundtracks, records, CDs,
cassettes, and mechanical performance and sheet music publication.
The Company has acquired no revenues at this time from these
particular sources of non-theatrical, television, or ancillary
markets.
The Company has participated in a variety of the preceding type of
marketing and distribution arrangements over the past seventeen
years. The Company's major effort has been focused on syndication
of film and television product and regional broadcast of film and
television product in the state of California. As previously
referenced, in order to further expedite and create revenue from
marketing and distribution efforts of the Company and its
distributor network, the Company requires significant additional
working capital to more fully and properly exploit any appropriate
markets and media while creating additional viable desire by the
general public to acquire or consume this product. The Company's
future plans include the acquisition of additional working capital
through financial offerings and/or other customarily used methods
of capital acquisition by small and midsize companies, including
debt or equity financing or a combination of both, to acquire
certain of this additionally needed working capital.
THE COMPANY'S COMPETITION IN THE MOTION PICTURE AND TELEVISION
INDUSTRY
The motion picture and television industry is highly competitive.
Management of the Company believes that a picture's theatrical
success is dependent upon general public acceptance, marketing
technology, advertising and the quality of the production. The
Company's motion picture and television productions compete with
numerous independent and foreign productions as well as productions
produced and distributed by a number of major domestic companies,
many of which are units of conglomerate corporations with assets
and resources substantially greater than the 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. The motion picture industry itself competes with
television and other forms of leisure-time entertainment. The
growth of pay television and the use of home video products may
have an effect upon theater attendance and non-theatrical motion
picture distribution. Since the Company may distribute product to
all of these markets, it is not possible to determine how its
business as a whole will be affected by these developments and
accordingly, the resultant impact on the financial statements.
Obtaining motion pictures for distribution and the distribution of
motion pictures are highly competitive endeavors. In the
distribution of motion pictures, there is very active competition
to obtain bookings of pictures in theaters and on television
networks and stations throughout the world. A number of major
motion picture companies have acquired motion picture theaters.
Such acquisitions may have an adverse effect on the Company's
distribution operation, endeavors, and its ability to book certain
theaters, which, due to their prestige, size and quality of
facilities, are deemed to be especially desirable for motion
picture bookings.
In producing and distributing television programs, competition is
intense because the number of available broadcast hours is limited,
other forms of programming compete to fill such time and there are
numerous suppliers of such programming, including the networks,
other motion picture companies and independent producers.
Management believes that the decision by the networks, individual
television stations and cable systems to license a motion picture
is based primarily on the quality of the picture, its
appropriateness for a general television audience, its box office
and critical success and, if the picture has previously been shown
on television, audience response as measured by ratings.
The Company's ability to compete in certain foreign territories
with either film or television product is affected by local
restrictions and quotas. In certain countries, local governments
require that a minimum percentage of locally produced productions
be broadcast, thereby further reducing available time for
exhibition of the product.
Recent regulations effecting the Company's competitive position in
the motion picture and television industry, include the United
States inability in 1994 to reach agreement with its major
international trading partners to include audiovisual works, such
as television programs and motion pictures, under the terms of the
General Agreement on Trade and Tariffs Treaty ("GATT"). The
failure to include audiovisual works under GATT allows many
countries (including members of the European Union, which consists
of Belgium, Denmark, Germany, Greece, Spain, France, Ireland,
Italy, Luxembourg, the Netherlands, Portugal and the United
Kingdom) to continue enforcing quotas that restrict the amount of
American programming which may be aired on television in such
countries. The Council of Europe has adopted a directive requiring
all member states of the European Union to enact laws specifying
that broadcasters must reserve a majority of their transmission
time (exclusive of news, sports, games shows and advertising) for
European works. The directive does not itself constitute law, but
must be implemented by appropriate legislation in each member
country. In addition, France requires that original French
programming constitute a required portion of all programming aired
on French television. These quotas generally apply only to
television programming and not to theatrical exhibition of motion
pictures, but quotas on the theatrical exhibition of motion
pictures could also be enacted in the future. There can be no
assurance that additional or more restrictive theatrical or
television quotas will not be enacted or that countries with
existing quotas will not more strictly enforce such quotas.
Additional or more restrictive quotas or more stringent enforcement
of existing quotas could materially and adversely affect the
business of the Company by limiting its ability to fully exploit
its productions internationally.
Distribution rights to motion picture and television productions
specifically are granted legal protection under the copyright laws
of the United States and most foreign countries. These laws
provide substantial civil and criminal sanctions for unauthorized
duplication and exhibition of motion pictures. Motion pictures,
musical works, sound recordings, art work, still photography and
motion picture properties are separate works, subject to copyright
under most copyright laws, including the United States Copyright
Act of 1976, as amended. The Company plans to take appropriate and
reasonable measures to secure, protect and maintain or obtain
agreements to secure, protect and maintain copyright protection for
its film and television projects under the laws of applicable
jurisdictions. Management is aware of reports of extensive
unauthorized misappropriation of videocassette rights to motion
pictures. Motion picture piracy is an industry-wide problem. The
Motion Picture Association of America, an industry trade
association (the "MPAA"), operates a piracy hotline and
investigates all reports of such piracy. Depending upon the
results of such investigations, appropriate legal action may be
brought by the owner of the rights. Depending upon the extent of
the piracy, the Federal Bureau of Investigation may assist in these
investigations and related criminal prosecutions.
Motion picture piracy is an international as well as a domestic
problem. Motion picture piracy is extensive in many parts of the
world, including South America, Asia (including Korea, China and
Taiwan), the countries of the former Soviet Union and the former
Eastern bloc countries. In addition to the MPAA, the Motion
Picture Export Association, the American Film Marketing Association
and the American Film Export Association monitor the progress and
efforts made by various countries to limit or prevent piracy. In
the past, these various trade associations have enacted voluntary
embargoes of motion picture exports to certain countries in order
to pressure the governments of those countries to become more
aggressive in preventing motion picture piracy. In addition, the
United States government has publicly considered trade sanctions
against specific countries which do not prevent copyright
infringement of United States produced motion pictures. There can
be no assurance that voluntary industry embargoes or United States
government trade sanctions will be enacted. If enacted, such
actions could impact the Company's competitive position in the
industry and the amount of revenue that the Company realizes from
the international distribution of its programs depending upon the
countries subject to such action and the duration of such action.
If not enacted or if other measures are not taken, the motion
picture industry (including the Company) may continue to lose an
indeterminate amount of revenues as a result of motion picture
piracy.
Further, the Code and Ratings Administration of the MPAA assigns
ratings indicating age-group suitability for theatrical
distribution of motion pictures. The Company expects to follow,
when appropriate, the practice of submitting applicable film
projects for such ratings.
United States television stations and networks, as well as foreign
governments, impose additional restrictions on the content of film
and television productions which may restrict in whole or in part
theatrical or television exhibition in particular territories.
Management's current policy is to distribute film and television
productions for which there will be no material restrictions on
exhibition in any major territories or media. This policy often
requires production of "cover" shots or alternate photography and
recording of certain scenes for insertion in versions of a
production exhibited on television or theatrically in certain
territories. There can be no assurance that current and future
restrictions on the content of the Company's productions may not
limit or affect the Company's ability to exhibit it in certain
territories and media.
DEPENDENCE ON A FEW MAJOR CUSTOMERS
The Company and its affiliated companies, due to the
diversification of interests as discussed supra, are not dependent
on a few major production successes or customers. Although the
Company has and will continue to utilize the services of a number
of experienced and well-known performers and technicians, the
Company's diversification is such that the loss of any one such
professional would not be a material matter that would seriously
adversely affect the Company's business operations.
THE COMPANY'S FUTURE CAPITAL REQUIREMENTS
The Company has currently been negotiating with various
broker-dealer investment banking firms to underwrite public
offerings of
the Company's securities in the total amount of $7,000,000. Terms
of the proposed public offerings have not been finalized but it is
anticipated by management that the Company will utilize the net
proceeds from such offering in the following general manner.
$ 700,000 administrative expenses
300,000 development expenses
3,000,000 production expenses
1,250,000 acquisition expenses
1,750,000 marketing expenses
$7,000,000 Total
The Company intends to further resolve and provide for its
liquidity needs as well as provide for the needed capital resources
to expand its operations through private placements on a
project-by-project basis in limited partnership form. To meet the
Company's interim liquidity and capital resources needs while the
Company's proposed future public offering and private placement
offerings are being prepared and examined, the Company, in addition
to short term borrowings, is presently contemplating further sales
of its unregistered common equity to accredited investors under one
or more exemptions that provide for the same.
EMPLOYEES
The Company presently has under contract eight officially elected
officers of the Company, one fulltime and two part-time
assistants.
Certain of the contracts have provisions that are contingent upon
the acquisition of substantial working capital by the Company.
Accordingly, certain of the officers do not devote their full time
to the business of the Company. Full and parttime employees
involved in motion picture and/or television development production
or distribution operations number between approximately 5-60
depending on the number of projects in process, the complexity of
a particular project, and production and/or marketing timetables.
The educational seminar subsidiary only uses personnel when
presenting a seminar or similar event at which time approximately
3 to 5 employees are required.
Item 2. Description of Property.
The Company owns no real properties. The Company's present offices
and facilities, located in both suburban and metropolitan
geographic areas, encompass approximately 5,500 square feet in
buildings of good condition. Locations which are occupied on a
month-to-month or yearly lease basis include the Company's
executive offices since 1984 at Seacliff Office Park, 2120 Main
Street, Suite 180, Huntington Beach, California, 92648; and a video
production office at 1119 Colorado Avenue, Santa Monica,
California. The Company's corporate records office at 561 E.
Jefferson, Detroit, Michigan, 48226; and a branch office of the
Company at 42 King Street, New York, New York, 10014.
Item 3. 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, 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
believed the lawsuit to be groundless and therefore, defended the
action on that basis. The matter ultimately resulted in a
favorable settlement for the Company, requiring the plaintiffs to
pay all expenses of litigation.
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 4. Submission of Matters to a Vote to 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
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.N/A
August 27, 1999, the Company filed Proxy material with the
Securities and Exchange Commission in accordance with Rule 14(a).
The proxy statement 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), 25,316,539 shares in favor, 75,000 shares opposed, and
35,000 shares abstained.
Part II
Item 5. Market for Common Equity and Related Stockholder Matters.
N/A
Item 6. Management's Discussion and Analysis or Plan of
Operations.
Management's discussion and analysis of financial condition and
results of operation should be read in conjunction with the
consolidated financial statements and related notes.
RESULTS OF OPERATIONS
The Company's revenue for the year ended December 31, 1999 was
$131,751 as compared to $28,772 for the comparable period of 1998.
This increase in revenue is primarily attributable to more fee
income received for the production and distribution of motion
picture and television product. The 1999 profit from current
operation prior to depreciation expense, inventory write-downs and
extraordinary expense was $76,771, and net loss before depreciation
and a special charge for film inventory writedown for the
comparable period in 1998 was $(30,971). After the allowance for
depreciation expense and inventory writedowns, the net loss for
1999 was $(332,797) versus $(4,131,355) for 1998, which included a
special charge of $3,868,380 for film inventory writedown. For the
year ended December 31,1999, expenses for the Company's
development, production and distribution operations were $ 60,313
and its miscellaneous operations were $44,508, totaling $104,821,
compared to a total of $59,743 for 1998. The increase in operating
and administrative expense from $59,743 in 1998 to $104,821 in 1999
is primarily due to the cost of marketing and distribution of
completed film and television productions Accordingly the increase
in revenue resulted from additional fee income from production and
distribution. The increase in operating expense in 1999 was
primarily attributable to the marketing and distribution of the
feature length film entitled "Shattered Illusions", and the
marketing and distribution of feature length film entitled "Ninth
Street". There were no resultant per share earnings to common
stockholders in 1999 or 1998 after provision for depreciation.
The Company derives its revenues from the licensing of its newly
created film and television productions, the licensing of its
inventory of previously produced films or television productions
and fees received for professional services provided to the
industry. The Company also receives revenue for the marketing and
distribution of product produced or owned by third party producers
and production companies. The generation of revenue in the motion
picture and television industry is highly competitive which may
have a material impact on the Company's financial statements.
<TABLE>
The following table presents operations data and selected
statistical information for the periods indicated.
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Revenues $131,751 $28,772 $137,837
Costs and Expenses
Operating &
Administration expenses 104,821 59,743 18,143
Profit or (loss) from
current operations 76,771 (30,971) 119,694
Depreciation and
amortization 254,078 232,004* 434,004*
Special charge and
inventory write-downs (105,649) $(3,868,380)*$(4,091,950)*
Net (loss) (332,797) $(4,131,355) $(4,406,260)
* Reflects revaluing of net realizable value of inventory referred
to in Note 2 of the financial statements.
</TABLE>
The Company has presented a consolidated balance sheet which
includes four wholly-owned active subsidiaries: World Wide Films
Inc., World Wide Productions Inc., World Wide Film & Television
Institute, and World Wide Entertainment Inc. The Company's charter
allows it to branch into diversified fields of enterprise provided
management concludes there is a significant potential for profit.
It is the decision of management to continue the major portion of
the Company's operations in the motion picture and television
industry, but since the primary business objective of the Company
is to increase the value of its stockholders' equity, if and when
opportunities arise to make profits for the corporation in a
diversified industry, the Company shall investigate and if
appropriate, pursue such opportunities. The motion picture and
television segment of the Company's current or planned operations
is the only segment material to the Company's financial statements
or condition.
The Company's motion picture and television participation strategy
has primarily been to expend its resources and to set in place
strategic relationships and contracts in preparation for the
continued development, acquisitions, production and/or
marketing/distribution of quality moderate budget feature length
motion pictures, documentaries, docudramas and television
productions. The strategy additionally includes the acquisition of
screenplays and teleplays suitable for development/packaging and
completed motion pictures and television projects for licensing and
marketing/distribution opportunities for all applicable sales
territories throughout the world. At such time that 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 and
1998, post production and distribution preparation of the
documentary entitled THE OUTLAW TRAIL, 100 YEARS REVISITED, in
association with Western Sunset Films, an 8-year old Los Angeles
based documentary production company. (2) In 1998, development and
production of the series television production entitled CLASSIC
CAR, in association with SLIM, Inc., a 4-year old Los Angeles based
television production company. Other arrangements include
preparation for Internet marketing and distribution of a feature
length film acquired by the Company entitled CITIZEN SOLDIER
originally produced by M&D Productions, a 7-year old Los Angeles
based film production company, purchased by the Company in 1995 and
providing a 60% gross revenue participation to the Company in
perpetuity.
In 1998 and 1999, 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
CORKLESBY offered by co-production company Northstar Entertainment
Inc., a 4-year old Los Angeles based production company, (50%); and
the feature length film entitled ALONG FOR THE RIDE offered by
production company Wittman Productions Inc., a 4-year old Los
Angeles based production company, (50%). In 2000 and 2001, 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. The feature length productions include ALONG FOR THE
RIDE and/or WISHFUL THINKING, which have approximately 50% of the
financing secured and negotiations for the remainder in process.
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. In February, 1999, the Company
entered into an agreement with representative RGH/Lions Share
Pictures Inc., a 15-year old, Los Angeles based distribution
company for the purpose of conducting all foreign sales
arrangements of the film.
In August, 1999, the Company entered into an agreement with Jaguar
Entertainment Inc., a 12-year old Los Angeles based distribution
company, for the purpose of marketing and distributing the feature
length motion picture entitled NINTH STREET featuring Martin Sheen
and Isaac Hayes to all domestic non-theatrical ancillary markets
including home video, pay television, network television, satellite
and DVD.
In September, 1999, the Company entered into an agreement with
Rocinante Productions Inc., a 6 year old Los Angeles based
production company, for the purpose of acquiring all of the right,
title, and interest in the feature length motion picture entitled
WHAT'S IN A COOKIE? The agreement also encompassed the acquisition
by the Company of all foreign and domestic distribution rights to
the film in perpetuity.
In August and September, 1999, the Company entered into an
agreement with GTL Productions Inc., a 7-year old Omaha based
production company for the purpose of acquiring the domestic and
foreign marketing and distribution rights to a documentary series
entitled ON THESE RUINS encompassing the titles of ANARTICA, THE
GALAPOGOS ISLAND and EASTER ISLAND.
In November, 1999, the Company entered into negotiations for the
development of an electronic commerce marketing arrangement with
Pix Media Inc./Pixelon. Com Inc., a 2 year old Los Angeles based
Internet company, for the purpose of providing a national and
international e-commerce exploitation venue for various titles
within the Company's completed film and television library.
<TABLE>
The following is a table showing the comparison of balance sheet
data for 1997, 1998 and 1999.
<CAPTION>
CURRENT
YEAR
CATEGORY 1997 1998 1999 %
CHANGE
<S> <C> <C> <C> <C>
Operating profit or
(loss) prior to depreciation
& special charges $119,694 $(30,971) $76,771 +321%
Depreciation $434,004 $232,004 $254,078 n/a
Special charges $4,091,950 $3,868,380 $105,649 n/a
Net Profit (Loss) (4,406,260) (4,131,355) (332,797) n/a
Assets 13,454,607* 9,805,185* 10,077,712
+3%
Stockholder Equity 13,282,100* 9,635,498* 9,895,471 +3%
Liabilities and
deferred credit 172,507 169,687 182,241 +6%
Net Revenues 137,837 28,772 131,751 +250%
Inventory 14,193,063 10,796,884 11,243,693 +8%
* Reflects revaluing of net realizable value of inventory as
referred to in Note 2 of the financial statements.
</TABLE>
GENERAL
In fiscal 1998 and 1999 the Company continued its involvement in a
variety of film and television projects relative to development,
acquisitions, packaging, production and marketing/distribution
activities. The Company also continued to pursue potential
diversified business opportunities that have cash flow
possibilities. Management believes that a film or television
production's economic success is dependent upon several overlapping
factors including general public appetite of a potential genre or
performer at the time of release, domestic and international
marketing philosophy, applicable usage of existing and new and
emerging technology, advertising strategy with resultant
penetration and the overall quality of the finished production. The
Company's film and television productions may compete for sales
with numerous independent and foreign productions as well as
projects produced and distributed by a number of major domestic and
foreign companies, many of which are units of conglomerate
corporations with assets and resources substantially greater than
the Company's.
Management of the Company believes that in recent years there has
been an increase in competition in virtually all facets of the
Company's business. Specifically, the motion picture industry
competes with television and other forms of leisure-time
entertainment. Since the Company may for certain undetermined
markets and products distribute its product to all markets and
media worldwide, it is not possible to determine how its business
as a whole will be affected by these developments and accordingly,
the resultant impact on the financial statements.
The Company has currently obtained or arranged for the investment
capital to produce and/or distribute a minimum of three 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 affect on the fees obtainable from
the licensing of film and television product to networks and local
television stations. Thereby potentially affecting 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 281 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
The Company experienced positive cash flow from operations for the
year ended December 31, 1999 and positive cash flow in 1998. At
December 31, 1998, the Company had $28,726 in cash and no cash
equivalents. At December 31, 1999, the Company had $46,639 in cash
and no cash equivalents. The increase in cash was due primarily to
the increase in fee income for the development, production,
marketing and distribution of motion picture and television
product. The Company anticipates that its existing capital
resources will be adequate to satisfy its capital requirements for
the forseeable future. However, to accomplish the Company's planned
activities, it will need to raise additional funds through public
or private financings in the form of debt or equity. The Company
has available substantial loss carry forwards for federal income
tax purposes. The exact amount of the loss carryforwards is
uncertain until the Company reaches an understanding with the
Internal Revenue Service in that regard. In order to finance its
operations, working capital needs and capital expenditures, the
Company utilized revenue from licensing fees, loans, proceeds from
the private sale of equity securities, project specific investment
capital, deferred compensation, profit participation, and equity in
exchange for services and product.
In accordance with the Securities and Exchange Commission
"Regulation D", and subject to Rule 144 restrictions, in 1999, the
Company issued 344,000 shares of its common stock and no shares of
its preferred stock for cash and 408,000 shares of its common stock
and 10,000 shares of its preferred stock for product and services
acquired by or provided to the Company. In 1998, the Company issued
380,000 shares of its common stock and no shares of its preferred
stock for cash and 215,500 shares of its common stock and no shares
of its preferred stock for product and services. No proceeds from
the sale of the corporation's common stock or preferred stock has
ever been used to pay compensation to employees or executives of
the Company.
The Company was issued a standby irrevocable Letter of Credit from
the Huntington Bank, Cleveland, Ohio (now Society Bank), in the
amount of fifty thousand ($50,000). The terms of the Huntington
Bank Letter of Credit required that, if utilized, the Company would
pledge as collateral a portion of its film and television product
library. If the Letter of Credit were exercised, the resultant loan
would be secured by a commensurate portion of the Company's film
and television product library. The Huntington Bank terms also
provided that the Company would continue to be able to sell or
lease any portion of the product library as long as it retained
sufficient material to secure any loans made as a result of the
Letter of Credit.
The Company currently utilizes a fifty thousand ($50,000) dollar
primary line of credit with the Wells Fargo Bank of California, to
accommodate its daily cash flow needs and occasionally uses its
credit lines at other financial institutions and with its vendors
and suppliers.
The Company holds a Promissory Note for one hundred fifty thousand
($150,000) dollars from Mr.Gary T. Wittman payable to the Company
in annual installments of twenty five thousand ($25,000) dollars
each beginning April 30, 2000. The Note is secured by a pledge of
high grade stocks comprising a portion of the Dow Jones Industrial
average or higher quality securities and are valued at two hundred
and fifty thousand ($250,000) dollars or greater.
The Company's principal liquidity at the end of 1999 included cash
of $46,639 and net accounts receivable of $140,122, and at the end
of 1998 included cash of $28,726 and net accounts receivable of
$28,382. The Company's liquidity position has remained sufficient
to support on-going general administrative expense, pilot programs,
strategic position, and the garnering of contracts, relationships
and film and television product for addition to the Company's
library, and the financing, packaging, development and production
of two feature films and specialty television projects.
Although the Company during 1998 and 1999 earned revenues, 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 its
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 same. In the event loans are
obtained, one of the terms may provide that such loans be repaid
from the proceeds derived from the Company's contemplated public
offering. A primary use of public offering proceeds would be the
further exploitation of the Company's current completed product
film and television library, participations in completed films, and
the continued development, production and marketing/distribution of
new film and television production opportunities.
<TABLE>
The following table presents equity, earnings, and cash balance
data for the periods indicated.
<CAPTION>
As of December 31,
1999 1998 1997
<S> <C> <C> <C>
Stockholders' Equity $9,895,511 $9,635,498* $13,282,100*
Shares of
Common Stock Outstanding 48,381,592 $47,629,592 $47,033,790
Operating profit or (loss)
prior to allowance for
depreciation $76,771 $(30,971) $119,694
Depreciation $254,078 $232,004 $434,004
Special charges $105,649 $3,868,380 $4,091,950
Net loss $(332,797)$(4,131,355)*$(4,406,260)*
Retained earnings Deficit $9,673,202 $9,340,445* $5,209,090*
Cash $46,639 $28,726 $56,541
*Reflects reduction in net realizable value of film library as
referred to below in Note 2 of the financial statements.
</TABLE>
The Company expects its marketing operations to expand considerably
over the next three years. The current inventory and contracts
acquired by the Company are now beginning to be more vigorously
exploited as the Company's focus moves from extensive accumulation
of product and contracts in an ownership capacity to capital
acquisition specifically for marketing purposes using recently
developed technologies. A substantial increase in income and/or
receivables is anticipated to take place beginning in the first
quarter of 2000. Although the Company is conservative regarding
its policy concerning the use of borrowed operating capital, it is
now in a position to use its reputation and contacts in the
industry to leverage operating funds profitably.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND MANAGEMENT'S
STATEMENT REGARDING INTERIM PERIOD ADJUSTMENTS
The statements which are not historical facts contained in this
Form 10-KSB are "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that
involve risks and uncertainties. The words "anticipate",
"believes", "expect", "intend", "may" or similar expressions used
in this Form 10-KSB as they relate to the Company or its Management
are generally intended to identify such forward looking
statements.
These risks and uncertainties contained in this Form 10-KSB include
but are not limited to, product demand and market acceptance risks,
the effect of economic conditions generally and retail/wholesale
in the motion picture and television industry and marketing
conditions specifically, the impact of competition, technological
difficulties, capacity and supply constraints or difficulties, the
results of financing efforts, changes in consumer preferences and
trends, the effect of the Company's accounting policies, weather
conditions, acts of God, and other risks detailed in the Company's
Security and Exchange Commission filings. The Company's management
has made all the adjustments relative to the fiscal yearend
statements and the interim period therein, which in the opinion of
management are necessary in order to make the financial statements
not misleading.
Item 7. Financial Statements.
REED & TAYLOR
CERTIFIED PUBLIC ACCOUNTANTS
PROFESSIONAL CORPORATION
561 E. JEFFERSON AVE.
DETROIT, MI 48226-4324
_________
ROBERT E. REED, CPA
LINDA W. TAYLOR, CPA
Telephone (313) 961-7258
Fax (313) 961-3110
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, 1999 and 1998, 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, 1999 and 1998, 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
March 6, 2000
<TABLE>
Consolidated Balance Sheets
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
AUDITED
1999 1998
Assets ------- -------
<S> <C> <C>
Cash 46,639 $ 28,726
Accounts receivable 140,122 28,382
Note receivable 150,000 150,000
Work in process - 0 - 438,606
Completed motion pictures and
Television productions 9,458,289 8,622,731
Film properties
(screenplays and scripts) 1,735,467 1,680,967
Equipment 49,937 49,937
Other assets - 0 - 54,500
Less accumulated depreciation (1,502,742) (1,248,664)
Total Assets $10,077,712 $9,805,185
Liabilities
Accounts payable 15,941 3,246
Common stock payable 0 61
Preferred stock payable 50 80
Notes payable 16,300 16,300
Deferred credit to production costs 150,000 150,000
Total Liabilities and Deferred
Credit 182,201 169,687
Stockholders' equity
Common Stock $.001 Par Value, 100,000,000
shares authorized, 48,381,592 and
47,629,290 shares issued 48,381 47,629
Preferred Stock $.01 Par Value, 1,100,000
shares authorized, 131,217 and 121,217
shares issued 1,312 1,212
Additional paid-in capital 19,519,020 18,927,102
Retained earnings deficit (9,673,202) (9,340,445)
Total Stockholders' Equity 9,895,511 $9,635,498
Total Liabilities, Deferred Credit
and Stockholders' Equity $10,077,712 $9,805,185
<FN>
<F1>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
<TABLE>
Consolidated Statements of Income
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999 and 1998
AUDITED
1999 1998
-------- --------
<S> <C> <C>
Revenues 131,751 $ 28,772
Operating expenses and special charge:
Administrative 104,821 59,743
Provision for depreciation 254,078 232,004
Special charge -
film inventory write-down 105,649 3,868,380
Total operating expenses
and special charge 464,548 4,160,127
Net income (loss) $(332,797) $(4,131,355)
Earnings available to
common stockholders None None
Earnings per common share, assuming
full dilution None None
<FN>
<F1>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
<TABLE>
Consolidated Statement of Cash Flows
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 and 1998
AUDITED
1999 1998
--------------
<S> <C><C>
Cash flows from operating activities:
Net income (loss) $(332,797 ) $(4,131,355)
Adjustments to reconcile net income (loss) to net
cash provided by or used in operating activities:
Non-cash items:
Depreciation 254,078 232,004
Special charge - film inventory write-down 105,648 3,868,380
Services purchased with common stock 62,270 - 0 -
Write-off of stock payables (51) - 0 -
Changes in assets and liabilities:
Increase in notes and accounts receivable (111,740) (3,156)
Increase (decrease) in accounts payable 12,605 (2,820)
Net cash provided by (used in)
operating activities (9,987) (36,947)
Investing activities:
Purchase of equipment - 0 - (3,500)
Increase (decrease) in work in process - 0 - (1,621)
Cash used in investing activities - 0 - (5,121)
Financing activities:
Proceeds from issuance of stock 27,900 14,253
Net decrease in cash 17,913 (27,815)
Cash balance - beginning of year 28,726 $ 56,541
Cash balance - end of year $ 46,639 $ 28,726
Supplemental cash flow information
Schedule of noncash transactions
Stock issued for services and product 418,000
<FN>
<F1>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
<TABLE>
Stockholders' Equity
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
AUDITED
Number of
Outstanding
Shares Par Additional Retained
Common Preferred Amount Paid-in Capital Earnings Total
------- --------- ------- ----------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Balances,
Dec. 31,
1998 47,629,290 121,217 48,841 18,927,102 (9,340,445)9,635,498
Stock
issued
- - Cash 344,000
- - Services 243,000
- - Film 165,000 10,000 852 591,918 592,770
Net loss,
year ended 332,797 (332,797)
Dec. 31,
1999
Balances,
Dec. 31,
1999 48,381,592 131,217 49,693 19,519,020 (9,673,242)9,895,471
<FN>
<F1>
See Notes to Consolidated 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 year ended December 1999)
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 281 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, four 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 of the twenty authorized, with staggered terms,
all of whom are either a chairperson or a member of one or more of
the four Board designated committees: executive, finance, audit,
and personnel.
The Company also maintains four operating committees which are
production and product development, special projects, minorities,
and standards.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. It is the opinion of
management that the accompanying statements and notes thereto
present fairly the financial position of the Company and do not
contain misleading information. Because the commercial potential
of individual motion pictures and television programming varies
dramatically, and does not bear any relationship to their
production, acquisition or marketing costs, it is impossible to
predict or project a trend of the Company's income or loss.
However, the likelihood of the Company reporting losses in the
short term is increased by the industry's general method of
accounting which requires the early recognition of the entire loss
(through increased amortization) in instances where a motion
picture or television program produced or acquired is not expected
to recover the Company's investment. On the other hand, the profit
from a successful film or television production is recognized over
the entire period that revenues are generated by that motion
picture or television program. This method of accounting may also
result in significant fluctuations in reported income or loss,
particularly on a quarterly basis, depending on the Company's
release of product into the marketplace and overall
domestic/international marketing schedule and the performance of
individual motion pictures or television programs.
The Company's revenue is derived from a variety of sources.
Currently the most significant of these sources are its fees as
packager and/or the managing production company of various film and
television projects (including feature length motion pictures,
documentaries, docudramas, and television productions), film and
television marketing & distribution fees, fees from the licensing
and/or rental of its completed film and television product library
and related entertainment industry consultation fees.
A significant portion of the Company's assets was purchased with
the issuance of shares of its common and preferred stock. Nine
million four hundred fifty eight thousand and two hundred eighty
nine dollars ($9,458,289) of the assets is represented by the Net
Realizable Value (prior to depreciation and write-downs) of its
completed film and television product library. In the absence of
a consistent market for the securities issued, the value of the
film and television product purchased by the Company was agreed to
by the sellers and the purchaser in arms length transactions in
accordance with generally accepted accounting standards and,
additionally, internal evaluation and auditing procedures. The
films and television productions in the Company's completed product
library have uncertain future revenues that may be expected to grow
or diminish along with all of the ancillary markets now and in the
future that are available for marketing. In some cases, individual
films or television productions may be timeless and irreplaceable;
in many cases their book value is zero having been fully amortized
based on revenues received several years ago and the inability to
estimate a market value or reasonable expected revenue. Certain
of the inventory product without book value produce income and, in
light of new and emerging technology, the Company expects
additional revenue from these sources.
The Company's film and television completed product library
consists of newly produced and historical film and videotaped
product and rights thereto purchased as an investment and/or to be
marketed by leasing and/or rental to a wide variety of domestic and
international outlets. Many film and television libraries such as
the Company's that were purchased for investment over a span of
many years, have appreciated considerably in value as a direct
result of new and emerging technologies, revived or newly created
public appeal for a certain performer or genre, unique applications
of particular production process (special digital effects) and
standard and newly developed non-theatrical ancillary markets
throughout the world. New technological advances such as DVD
(Digital Video Disk), HDTV (High Definition Television), CD-ROM,
DVD ROM, DVD Audio and Internet applications have enhanced and are
greatly expanding resale and leasing potential of film or
television product.
The film and television product inventory of the Company is
regularly reviewed and evaluated on a film-by-film basis by the
Company's management and periodicaly appraised by outside
independent appraisal. Forecasting any film or television
project's future revenues is a difficult and uncertain art, even
for major film distributors and television syndicators. The
accounting principles and industry practices in these areas leave
unusual discretion with the film and/or television company
executives and often result in "unusual" changes in individual
periods. There is no generally accepted definitive industry
consensus for valuing motion picture and television inventory, the
value may be buried among films currently in release, television
productions currently in broadcast, film and television productions
under development or in production, distribution/syndication
contracts, participation agreements, performer and production
related contracts, and the ubiquitous 'other'. FASB Statement of
Financial Accounting Standards No. 53, paragraph entitled
"Inventory Valuation" states "16. Unamortized production and
exploitation costs shall be compared with 'net realizable value'
for each reporting period on a film-by-film basis;" and in the
paragraph entitled "Net Realizable Value" it states, "Net
Realizable Value" is the estimated selling price (rental value) in
the ordinary course of business less estimated cost to complete and
exploit in a manner consistent with realization of that income".
The accounting profession is currently reviewing the problem of how
to fairly report film inventory on financial statements. Since the
FASB guidelines do not apply directly to the Company's particular
situation, in an effort to conform as closely as possible to the
guidelines and in accordance with management's recent receipt of
commentary from the Securities and Exchange Commission, the Company
has revalued its inventory of film and television product,
resulting in a reduction of net realizable value of four million
and ninety one thousand nine hundred and fifty dollars ($4,091,950)
in the stated value of such inventory on the December 31, 1997
balance sheet. In 1998, management for a second time revalued its
inventory based on management's recent receipt of commentary from
the Securities and Exchange Commission, with an additional
appraisal of potential resale value, encompassing worthiness of the
inventory items as works of art, and potential licensing
capabilities, resulting in an additional reduction of $3,868,380 in
the stated value of the net realizable value of such inventory at
December 31, 1998. The results of the reevaluations effectuated in
1997 and 1998 resulted in a substantial reduction in book value of
approximately 51% for those items over these two years. The 1997
revaluation and resulting reduction in value combined with the 1998
revaluation and its resulting reduction and value lowered the
balance sheet presentation of the asset identified as 'completed
motion pictures and television products'. Also, a depreciation
policy has been adopted to amortize the film and television
inventory over a 10-year period. The Company has instituted a
maximum 10-year depreciation schedule which will result in the
amortization of 33-1/3% of the film and television product
inventory to be marketed over the next three years. Although the
Company has on its Board of Directors and professional staff
personnel qualified to estimate the value of its film and
television inventory, for internal verification purposes, it
retained the services of an independent appraiser who reviewed the
Company's film and television completed product library, ensuring
a greater measure of objectivity as regards the carrying amount of
such inventory on the Company's December 31, 1999 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, 1999 and 1998.
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, 1998 and 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, 1999, 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, 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 believed the lawsuit to be groundless and
therefore, defended the action on that basis. The matter
ultimately resulted in a favorable settlement for the Company,
requiring the plaintiffs to pay all expenses of litigation.
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, 1999, 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 OTC (Over-the-Counter) market and is currently a
Fully Reporting 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 as soon as practical. 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. The Company's most
recent
active primary marketmaker temporarily suspended operations which
caused the Company's temporary removal from quotation on the
Electronic Bulletin Board. At approximately the same time as the
Company' temporary removal from the Electronic Bulletin Board, the
Company became subject to the Fully Reporting rules of the
Securities and Exchange Commission. The Company has recently filed
its Registration Statement on Form 10SB with the Securities and
Exchange Commission and accordingly, files annual and interim
reports required pursuant to Section 12(g) of the Exchange Act. At
this writing, the Company has reached the "no further comment"
stage from the Securities and Exchange Commission and expects the
resumption of full trading of the Company's common stock securities
to commence in the first quarter of 2000.
The following illustrates the Company's common and preferred
stock authorized, issued, and outstanding at December 31, 1999.
Common Stock:
Par Value $ .001
Shares Authorized 100,000,000
Shares Issued and Outstanding 48,381,592
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 131,217
NOTE 7 SUMMARY OF SUBSIDIARIES
The Company operates and/or maintains 9 wholly-owned
subsidiaries. Certain of these subsidiary corporations are used
to produce and/or market individual motion pictures or television
productions. Currently, three of the motion picture production
subsidiary corporations are active. World Wide Productions,
Inc., for the purpose of producing the specialty television
production tentatively entitled 'Classic Car' (in production) and
the feature length motion picture tentatively entitled "Along for
the Ride" (in development); World Wide Entertainment, Inc., for
the purpose of producing the feature length motion picture
tentatively entitled "Mr. Corklesby" (in development); and World
Wide Films Inc., which has recently completed the production of
the feature length motion picture entitled "Shattered Illusions"
(in distribution). The Company operates one diversified
subsidiary 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.
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 thirty
one thousand two hundred seventeen (131,217) 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, 1999, the Company had an unpaid contingent salary
liability to its President and Chief Executive Officer, Paul D.
Hancock. Mr. Hancock has waived this accumulated back salary of
three million eighty thousand dollars ($3,080,000). However, the
corporation expects to approve either the issuance of Preferred
and/or Common Stock or stock options as compensation therefor.
Payment of accrued and previously expensed professional fees of
two hundred and sixty nine thousand one hundred ninety one
dollars ($269,191) (including legal, accounting and financial
advisory services) have been waived by the providers of those
services, who are also stockholders, and accounted for as
contributed capital.
<TABLE>
OUTSTANDING CONVERSION RATIO FROM PREFERRED TO COMMON:
<CAPTION>
Preferred Stock
Price per Share Conversion
Common ----------------------
Par No. of Conversion Market Shares
Series Value Shares Ratio* Price After Exchange
- ------- ------- ------- ------- ------- -------
<C> <C> <C> <C> <C> <C>
A $10.00 20,000 1x1 $10.00 20,000
B .01 717 1x20 10.00 14,340
C .01 1,000 1x20 3.00 20,000
D&E .01 26,000 1x20 5.00 520,000
F&G .01 51,000 1x2 5.00 102,000
H&I .01 15,000 1x10 5.00 150,000
J .01 7,500 1x20 .10 150,000
K .01 10,000 -0- -0- -0-
Totals 131,217 976,340
</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 for the possibility of (a) 'to amend Article 3 of the
Articles of Incorporation of the Company to add Section (12)
stating that "the Board of Directors may effect a stock combination
restructuring (reverse stock split) of the Corporation's
outstanding shares of Common Stock class of securities if the Board
of Directors in their sole judgment believe such restructuring is
in the best interest of the Corporation' and (b) 'file the
foregoing amendment with the State of Michigan Securities Bureau,
the Company's state of incorporation, to restate the Company's
certificate of incorporation.' This action, if taken by the
Company's Board of Directors, would amend the Company's Restated
Certificate of Incorporation and Articles of Incorporation (the
"Amendment") to: (i) effect a stock combination restructuring
(reverse stock split) of the Company's outstanding shares of the
Common Stock class of securities (the 'Reverse Split'), and (ii) to
provide for the payment of cash in lieu of fractional shares
otherwise issuable in connection therewith. In this regard, the
Reverse Split, if effected, will not change the number of the
Company's authorized shares of Common Stock or the par value of the
Common Stock.
NOTE 10 NOTE RECEIVABLE, NOTE PAYABLE, LETTERS OF CREDIT,
LINES OF CREDIT, PROMISSORY NOTE
The Company holds a Promissory Note for one hundred fifty thousand
dollars ($150,000) from Mr. Gary T. Wittman payable to the Company
in annual installments of twenty five thousand dollars ($25,000)
each beginning April 30, 2000. The Note is secured by a pledge of
high grade stocks comprising a portion of the Dow Jones Industrial
average or similar quality securities and are valued at December
31, 1998 at two hundred and fifty thousand dollars ($250,000) or
greater.
The Company has a note payable in the amount of sixteen thousand
three hundred dollars ($16,300). The note holder holding the note
payable has agreed to waive payment until such time that the
Company has sufficient working capital to accomplish its
objectives.
The Company was issued a standby irrevocable Letter of Credit from
the Huntington Bank, Cleveland, Ohio (now Society Bank), in the
amount of fifty thousand dollars ($50,000) to serve as a secondary
standby line of credit. The terms of the Huntington Bank Letter of
Credit required that, if utilized, the Company would pledge as
collateral a portion of its film and television product library.
If the Letter of Credit were exercised, the resultant loan would be
secured by a commensurate portion of the Company's film and
television product library. The Huntington Bank terms also
provided that the Company would continue to be able to sell or
lease any portion of the product library as long as it retained
sufficient material to secure any loans made as a result of the
Letter of Credit.
The Company currently utilizes a fifty thousand dollars ($50,000)
primary line of credit with the Wells Fargo Bank of California to
accommodate its daily cash flow needs and occasionally uses its
credit lines at other financial institutions and with its vendors
and suppliers.
NOTE 11 RECLASSIFICATION OF DEFERRED CREDIT
The Promissory Note in the amount of one hundred fifty thousand
dollars ($150,000) referred to above in Note 10 was received in
1997 and represents a credit to production costs to be incurred for
motion pictures and/or television projects expected to be made in
the near future. Upon receipt of the Promissory Note for one
hundred fifty thousand dollars ($150,000) in 1997, income in like
amount was recorded at that time rather than being recognized as a
deferred credit to future production costs. This amount has been
reclassified as a deferred credit in the 1997 financial statements
herein and income previously shown for 1997 has been reduced
accordingly with an offsetting increase in retained-earnings
deficit at December 31, 1997.
NOTE 12 YEAR 2000 ISSUE
Many currently installed computer systems and software products may
be coded to accept only two-digit entries in the date code field
and now that the Year 2000 has commenced, these code fields need to
accept four digit entries to distinguish years beginning with "19"
from those beginning with "20." As a result, computer systems
and/or software products used by many companies have been upgraded
to comply with such Year 2000 requirements. Our Year 2000 Project
(the "Project") was substantially complete by the end of fiscal
1999. The scope and content of the Project included: assessing the
ability of computer programs and embedded computer chips to
distinguish between the year 1900 and the year 2000; conducting a
review of our information technology ("IT") and non-IT systems to
identify those areas that could be affected by Year 2000 issues;
developing a comprehensive, risk-based plan to address IT and
non-IT systems and products, as well as dependencies on our
business
partners; completing an inventory and risk-assessment of our
computer systems and related technology, and developing and
carrying out the testing and remediation process. As part of the
remediation process, in fiscal 1999 we successfully conducted
testing of all IT and non-IT systems within our PC-based network.
The total cost for ensuring Year 2000 compliance was not material
to our financial position. To date, no significant Year 2000
problems have occurred, and the Year 2000 problem will not pose
significant operational issues for our operations in the future.
However, we cannot accurately predict a "worst case scenario" with
regard to our Year 2000 issues.We understand we may encounter
difficulties interfacing or interconnecting with third party
systems, whether or not those systems claim to be "compliant," and
therefore have completed an inventory and risk assessment of our
outside vendors and have identified those key vendors that
represent a significant risk. Part of our preparation included
preparing contingency plans in the event of non-compliance by those
vendors. Overall, we believe Year 2000 risks with key vendors and
suppliers are low because many are small manufacturers with
relatively simple business systems, however, we cannot guarantee
that the systems of those vendors and suppliers, or other companies
on which we rely,will be Year 2000 compliant. Failure by another
company to convert their systems to be Year 2000 compliant could
require us to incur unanticipated expenses to remedy problems,
which could have a material adverse effect on our business,
operating results and financial condition. To date, none of our key
vendors have had significant Year 2000 problems which have impacted
our operations.
Item 8. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
N/A
Part III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange
Act.
The Board of Directors is divided into three classes as nearly
equal in number as may be, with the term of office of one class
expiring each year.
When the number of directors is changed, any newly created
directorships or any decrease in directorships are so apportioned
among the classes as to make all classes as nearly equal in number
as possible. When the number of directors is increased by the
Board and any newly created directorships are filled by the Board,
there are no classifications of the additional directors until the
next annual meeting of shareholders. Notwithstanding the
foregoing, unless voting rights thereon are equated to those on the
Common Stock, whenever the holders of any series of Preferred Stock
are entitled, voting separately as a class, to elect directors, the
terms of all directors elected by such holders expires at the next
succeeding annual meeting of shareholders. Subject to the
foregoing, at such annual meeting of shareholders the successors to
the class of directors whose term then expires are elected to hold
office for a term expiring at the third succeeding annual meeting.
At each annual meeting of the shareholders for the election of the
directors (or special meeting of shareholders in lieu thereof) at
which a quorum is present, those persons equal in number to the
number of director positions for which a class, series or
aggregation of classes and/or series are voting, who receive the
highest number of votes in such class, series or aggregation which
is voting for directors, counting all shareholders voting in person
or by proxy entitled to vote therefor, are elected as directors.
Vacancies that occur prior to the expiration of the then current
term (whether as a result of a newly created director position on
the Board or otherwise), if filled by the Board shall be filled
only until the next succeeding annual meeting. Each of the
directors of the Company hold office until the annual meeting of
shareholders at which the class to which the director has been
elected has expired and until his successor is elected and
qualified or until his earlier death, resignation or removal.
<TABLE>
The following sets forth the names and ages of all of the Directors
and Executive Officers of the Company, positions held by such
person, length of service, when first elected or appointed and term
of office.
<CAPTION>
DIRECTOR AND/OR
EXECUTIVE OFFICER FIRST ELECTED TERM OF
NAME AND AGE POSITION OR APPOINTED OFFICE
<S> <C> <C> <C>
Charles Bailey Chairman of the 1985 2002
Age 67 Board of Directors
Paul D. Hancock President/Chief 1977 Director/2000
Age 44 Executive Officer Officer/2015
and Director
A. Robert Sobolik Exec. Vice President1981 Director/2000
Age 64 Treasurer and Director Officer/
Indefinite
Larry Epstein, Esq. Secretary 1989 Director/1999
Age 51 Director Officer/
Indefinite
John R. Woodward Vice President, 1982 Director/2002
Age 49 Film Production and Officer/
Distribution Director
Indefinite
George T. Lindsey Vice President, 1982 Director/2002
Age 62 Creative Development Officer/
Director
Indefinite
JamesJ.Aitken,C.P.A.Vice President, 1982 Director/2002
Age 64 Finance and Officer/
Administration Director
Indefinite
John Levingston Vice President/ 1983 Officer/
Age 73 Marketing and Distribution Indefinite
John D. Foley Director 1990 1999
Age 49
Robert E. Capps, Jr. Director 1990 1999
Age 49
Ben Whitfield Jr. Esq. Director 1980 1999
Age 50
Brendan Cahill Director 1986 2000
Age 53
Alex Trebek Director 1987 1999
Age 59
Leroy J. Steele Director 1987 1999
Age 77
Joseph Dyson, C.P.A. Director 1983 2000
Age 67
Peter Lallos Director 1988 2000
Age 66
Philip Langwald Director 1985 2002
Age 93
Fred Baron Director 1994 2002
Age 48
Charles Newirth Director 1994 2002
Age 44
Brian J. Patnoe Associate V.P. 1986 Indefinite
Age 41 Administration
Michael Maghini Associate V.P. 1985 Indefinite
Age 42 Finance
David A. Toma Associate V.P. 1990 Indefinite
Age 50 Production
</TABLE>
CHARLES C. BAILEY, age 67* - Mr. Bailey is the Chairman of the Board
of the Company. 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. He 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 Junior Chamber International
(JCI).
PAUL D. HANCOCK*, age 44 - Mr. Hancock is the President and Chief
Executive Officer of the Company. He is the founder and developer of
its film/television production concept and corporate mission
objectives, and has served as President and Chief Executive Officer
since its inception. Prior to and during his tenure with the
corporation, he has functioned as a production and business advisor
to various film financing and production companies and has
supervised the development/packaging and production of a wide variety
of moderately budgeted/cost-controlled feature film and television
projects. Mr. Hancock was responsible for leading one of the first
exploratory film finance teams to the Wall Street capital markets in
the late 1970's in order to develop and encourage motion picture
financing by the investment banking community. He was instrumental
in the formulation of entertainment industry relationships
specifically in moderate budget feature film production financing
with companies such as E.F. Hutton & Co.; Kidder, Peabody and
Prudential-Bache Securities. Mr. Hancock has also been a lecturer on
various aspects of the entertainment industry, entrepreneurship and
finance at University Graduate Schools of Business, seminars and
conferences, is a frequent radio talk show guest discussing
independent film financing, production and marketing, and is
published in various print media encompassing film and television
industry topics. He has developed and maintained a specialized
expertise in and conducted diverse consulting for motion picture and
television financial packaging, specifically for public securities
offerings, private sector investments and commercial banking. He was
previously employed in a variety of management capacities in the
theater and hotel businesses for Farber Enterprises and Ramada
Incorporated. Mr. Hancock attended the Cranbrook Academies, Eastern
Michigan University, and the University of California at Los
Angeles.
He belongs to several professional organizations including the
Academy of Television Arts and Sciences.
A. ROBERT SOBOLIK*, age 64 - Mr. Sobolik is the Executive Vice
President and Treasurer of the Company. He has previously held
senior corporate positions including Vice President of Operations for
Stratavision Inc. in Southern California specializing in computer
software development. Mr. Sobolik has been a financial consultant and
advisor to various international and U.S. Fortune 500 corporations
including HRT Industries; Senior Consultant/financial services, Saudi
Airlines in Saudi Arabia and Senior Project Manager for Sierra Power
Co. and the Texas Legislative Counsel. Prior to his consulting
services, he was Project Manager and Director for computer systems in
corporate development with the U.S. Borax Chemical Corporation and
before that supervised computer operations, computer systems and
corporate data processing. He has also been a Manager and Controller
of computer operations for a major Los Angeles based corporation.
Mr. Sobolik has served in corporate management for more than
twenty-five years in business, finance and industry throughout the
western
U.S. and abroad.
LARRY EPSTEIN, age 51 - Mr. Epstein is the Secretary of the Company.
He is a practicing attorney in Southern California He has been a sole
practitioner since 1987 specializing in business, family and
entertainment law. He was previously involved for three years as
Executive Vice President and in-house legal counsel to Cherrystone
Pictures, Inc., an independent feature film production company based
in Los Angeles, and in that capacity oversaw all corporate and
administrative fiduciary responsibilities of the company and
orchestrated all documentation for domestic and international
co-ventures and related agreements. Prior to his production company
involvement, Mr. Epstein was a Senior Partner in the Los
Angeles-based law firm of Abouaf, Epstein, Meyers & Gronemeier,
specializing
in business, tax, and entertainment law. He is a member of the State
Bar of California, San Fernando Valley Bar Association, Los Angeles
County Bar Association and The American Bar Association. Mr. Epstein
has sat for 7 years as special referee and judge for the State Bar of
California and is also currently Judge Pro Tem for the Superior
Court, State of California, County of Los Angeles.
JOHN R. WOODWARD, age 49 - Mr. Woodward is the Vice President for
Film Production of the Company. He is responsible for the technical
production procedures of the film and television projects the Company
produces or co-produces. His career has spanned more than 20 years of
both independent and studio film and television production for
numerous companies such as Twentieth Century Fox, Paramount Pictures,
Sony Pictures, Jerry Bruckheimer Films and Castle Rock
Entertainment.
Including 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 most recently "Liar Liar", "Gattaca", "Wild Thing", "Sweet
Dreams", "Flashdance", "The Manitou", "Tales from the Crypt", "Young
Guns II", "Universal Soldier", and the recent Academy Award nominated
"Shawshank Redemption", among many others. Mr. Woodward has
additionally been associated with and instrumental in productions at
other major studios such as Warner Brothers, Columbia, Disney, the
C.B.S. Studio Center, Samuel Goldwyn, and Bavaria-Atelier Studio in
Germany. His television commercial background is varied having
worked on commercials for the Sony Corporation, Lincoln- Mercury, and
Pepsi. He has specialized training and expertise in pre-production
through post production coordination and requirements, and film
production budget control. He holds a Bachelor of Arts degree in
Visual Arts, a Masters degree in Cinema Production, and is a member
of the Director's Guild of America.
GEORGE T. LINDSEY, age 62 - Mr. Lindsey is the Vice President of
Creative Development of the Company. He 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.
JAMES J. AITKEN, age 63 - Mr. Aitken is the Vice President of Finance
and Administration of the Company. He is responsible for the overall
business management and administrative systems of the Company. He is
a Certified Public Accountant and was formerly a Partner and Regional
Manager for Ernst & Whinney (now Ernst & Young), a national and
international public accounting firm. His experience while engaged
in public accounting encompassed a wide variety of clients including
many companies in the entertainment industry including television,
radio, cablevision and professional sports teams. Mr. Aitken has led
many conferences and advanced workshops in professional management
and accounting sponsored by Ernst & Whinney. He has also been an
instructor and professor of business and finance and accounting
courses at the University level. He is a member of the American
Institute of Certified Public Accountants and several other
professional societies and organizations related to business
management and finance.
JOHN D. FOLEY, age 49 - Mr. Foley is currently President, Worldwide
Distribution for October Films and was previously Executive Vice
President of City Cinemas, a theatrical exhibition corporation in New
York, and Executive Vice President of Miramax Films overseeing all
theatrical acquisitions and distribution. Prior to Miramax, he was
President of MGM/UA and was recruited by MGM in 1987 as Vice
President/Sales where he managed domestic sales in the Southern and
Western divisions of the United States. In 1989 he was named
President, managing all North American activities for the company.
Certain recent Miramax and MGM production successes he was
instrumental in include "Pulp Fiction", "Benny and Joon" and "Untamed
Heart". Other past productions he has been instrumental in include
"Rainman", "A Fish Called Wanda", and "Moonstruck". Mr. Foley began
his film career in 1975 on the East Coast with Columbia Pictures. He
held various management positions with Columbia during his tenure
with the company, encompassing regional sales throughout the midwest
and southern United States. In 1986, DeLaurentis Entertainment Co.
recruited him as Vice President of Distribution to establish the
distribution operations for the company's opening in 1986.
JOHN LEVINGSTON, age 73 - Mr. Levingston has been involved in the
distribution, marketing, television syndication and packaging of
motion picture projects both nationally and internationally for more
than twenty years, working with such companies as A.B.C.,
Gotham-Rhodes Inc., Thompson International and has served as
President of Cinema Systems Inc. His film industry background also
includes authorship of original stories, one of which was for the
feature film NAPOLEON & SAMANTHA and an original musical
composition/co- production for ERA Records. Prior to his work in the
motion picture industry, he created and marketed internationally high
technological industrial instruments while working as a Vice
President with companies such as Setco, Dynalube Incorporated,
British-American Tobacco Co. in London and Batco Corporation in East
Africa. He is the founder of the consulting firm of
Levingston-Lehman specializing in financing and marketing research.
ROBERT E. CAPPS, JR., age 49 - Mr. Capps, most recently Executive
Vice President-Film for United Artists, has been involved in the
marketing, distribution and exhibition of feature motion pictures for
more than 25 years. Formerly, Senior Vice President and General
Sales Manager for Tri Star Pictures, he has been instrumental in the
development of new film marketing technology strategies for the
motion picture industry, primarily the theatrical market. He has
been directly involved in the building and expansion of distribution
departments for companies such as Columbia Pictures, Paramount
Pictures, and MGM. Mr. Capps was an instrumental force over the span
of his career in the distribution and exhibition of a wide variety of
both major and independent feature films including such classic film
productions as the "Terminator" films, "Legend of Boggy Creek", and
"Where the Red Fern Grows". He has also been a consultant to such
major domestic and international exhibitor chains as Mann, Loew's and
AMC.
BENJAMIN WHITFIELD, JR., ESQ., age 50 - Mr. Whitfield is presently a
practicing civil attorney with an emphasis in the field of
entertainment law. He has served as United States Assistant District
Attorney and as an Assistant Attorney General. Mr. Whitfield is a
member of the law firm of Wright, Reed & Whitfield, P.C., one of the
entertainment law firms serving the corporation.
BRENDAN CAHILL, age 53 - Mr. Cahill was most recently Vice President
for Music and Creative Affairs for Universal Studios. Prior to his
employment with Universal, he was Vice President in charge of
creative affairs and musical director at Columbia Pictures and is
currently a development and production consultant in the
film/television industry and production consultant to Michael
Phillips and Michael Douglas (Michael Douglas Productions). He has
in the past been a personal advisor for production and musical
affairs to Steven Spielberg (Amblin Light Entertainment), having been
involved with such film projects as BACK TO THE FUTURE, CLOSE
ENCOUNTERS OF THE THIRD KIND and E.T., THE EXTRA TERRESTRIAL. In the
1960's, Mr. Cahill was credited with being intregal in the success of
such musical groups as the Birds, Jefferson Starship, and the
Monkees, and was executive producer on the successfully syndicated
television show, THE PARTRIDGE FAMILY for ABC. Other feature film
and television production credits for Mr. Cahill include CALIFORNIA
SUITE, THE BREAKFAST CLUB, OUT OF AFRICA, MIAMI VICE, and the Emmy
Award winning MURDER SHE WROTE.
ALEX TREBEK, age 59 - Mr. Trebek has been involved in the television
industry for over twenty-five years as a producer, host and innovator
of a wide variety of entertainment shows. He has produced and hosted
the internationally successful gameshow JEOPARDY which has been the
second highest rated television show in syndication. Mr. Trebek was
also the host of the successful television game show CLASSIC
CONCENTRATION. As a television media executive, he is currently
developing other projects for television and film as well. Mr.
Trebek, originally from Sudbury, Ontario, Canada, worked for the
Canadian broadcasting company (C.B.C.) throughout the 1960's and
early 70's before relocating to the United States in 1973.
LEROY J. STEELE, age 77 - Mr. Steele's background encompasses over 40
years as an executive with various corporations within the United
States and in Canada, including Executive Vice President and Chief
Operating Officer for Bullock's company in Los Angeles, Vice
President and General Manager for the Boston stores on the Eastern
seaboard, and Chairman of the Board/Chief Executive Officer for A.J.
Freeman Ltd. in Ottawa, Canada. Mr. Steele has also been a business
management consultant and advisor for many years.
JOSEPH DYSON*, age 67 - Mr. Dyson is currently the President and
Chief Executive Officer of Health Care Capital Corp. of California.
He was formerly Vice President and Manager of Merrill Lynch's Western
Regional Health Care Finance Department and Vice President of First
America, a financial consulting firm. In addition he was Managing
Vice President of Telco Capital Corporation and employed by a
national accounting firm. Prior to his private sector work, he was
engaged at the Department of Health, Education and Welfare where he
served as acting Regional Program Director of the Hill-Burton Program
as well as special consultant to other regional loan offices. He is
a Certified Public Accountant and has served as an official for the
U.S. Securities and Exchange Commission.
PETER LALLOS, age 66 - Mr. Lallos was most recently Senior Vice
President for the investment banking firm of Bear, Sterns & Co. in
New York City. He has previously held senior corporate positions
including Managing Director for Manufacturer's Hanover Trust Company,
Senior Vice President - E.F. Hutton & Co. and Senior Vice President
- - Donaldson, Luftkin & Jenrette. Mr. Lallos' Wall Street expertise
encompasses more than 25 years of investment banking, commercial
banking and specialized public and corporate financing around the
world.
PHILIP LANGWALD, age 93 - Mr. Langwald is Chairman Emeritus of the
Board of Directors of the Company and is currently a retired
municipal administrative executive. He has been involved with land
development and appraising for real estate and managing the
construction and development of shopping and residential areas in the
midwestern United States. He was formerly with the United States
Department of Labor and Internal Revenue Audit Division.
FRED BARON, age 48 - Mr. Baron is currently Senior Production
Executive for Twentieth Century Fox Film Corp. where he is
responsible for all phases of production oversight for all feature
film production at the studio. Prior to his studio involvement, he
was production representative at HBO, overseeing a wide range of
features and M-O-Ws. Mr. Baron has also acted as co-producer on
television productions such as TALES FROM THE CRYPT and production
coordinator and production supervisor on a wide variety of
independent motion picture/television production.
CHARLES NEWIRTH, age 44 - Mr. Newirth is currently an established
independent producer and executive producer in the motion picture
industry and has been responsible for the production of such major
motion pictures as the recently released "Patch Adams" with Robin
Williams, "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.
BRIAN J. PATNOE, age 41 - Mr. Patnoe's tenure with the corporation
began in 1987 as Executive Assistant in the areas of finance and
administration. In 1989, he was elevated to the post of Associate
Vice President, Administration, working as key liaison between senior
officers of the corporation and members of the Board of Directors.
His responsibilities also included monitoring and maintaining WWMPC's
corporate due diligence data information, finance material
information, and monitoring basic stockholder relations. He has
worked closely with senior management of the company in the
negotiations of co-financing production scenarios with domestic and
foreign companies, consortiums, and independent financiers. Mr.
Patnoe has also been associated with Siemen's and Motorola ISG as
national accounts manager and McDonnell Douglas Corporation as a
configuration management analyst and product definition specialist;
both senior technical and analytical corporate administrative
positions assuring quality control and infrastructure
communications.
He maintains a degree in Business Administration and Economics from
California State University, Fullerton and a Masters in Business
Administration from the University of Southern California.
MICHAEL MAGHINI, age 42 - Mr. Maghini was most recently Vice
President with Eden Financial Group, a Wall Street investment banking
firm providing wholesale financial products to associate brokerage
firms around the country, as well as a Managing Partner and Vice
President with Famco, Inc. a real estate holding company in New York
City. Mr. Maghini's well established financial experience, including
his executive association for investment with the Putnam's Golden
Scale Council, and his membership in the Million Dollar Round Table
Club, complement his past investment management and development
training with Paine Webber. Prior to Paine Webber, he held an
investment executive position with Thompson McKinnon Securities. Mr.
Maghini has helped develop the investment banking division of a major
New York financial firm and has also managed a variety of many
diverse institutional and, private investment portfolios. He is a
graduate of Southern Connecticut University where he received his
Bachelor of Science Degree in Political Science and Economics.
DAVID A. TOMA, age 50 - Mr. Toma has most recently been associated
with Cinema Research Corporation and Complete Post Inc. in Los
Angeles responsible for managing all aspects of film and video post
production and production processing. He has been instrumental in
the development and growth of both companies to become two of the
largest and highly sophisticated post production facilities in the
motion picture industry. He has further been a consultant and
advisor on post production techniques and procedures for several
companies including Lorimar Entertainment. Mr. Toma was also engaged
in several film production, marketing and editing capacities for the
motion picture and television industry including Executive in Charge
of Production for Laserus Entertainment Inc., a leading entertainment
commercial company producing a wide variety of television
programming; production/ marketing executive for Pacific Video Inc.,
a major post production facility; and post production supervisor for
independent production company, Sun Classic Pictures Inc. Mr. Toma
has specialized expertise in the implementation of favored nations
agreements, extensive knowledge of electronic post production
techniques, state of the art and conventional theatrical and video
editing, as well as new mastering technologies for European and
domestic delivery. His film and television credits include Robert
Altman's POPEYE, THE LINCOLN CONSPIRACY, BEYOND AND BACK, the
long-running television series SOAP and BENSON, and he was the
recipient
of an achievement Emmy Award from the Academy of Television Arts and
Sciences for his contributions to the CBS Movie-of-the-Week BABIES
HAVING BABIES.
* (Indicates members of the Executive Committee)
FAMILY RELATIONSHIPS
There are no family relationships among directors, executive officers
or persons chosen by the Company to be nominated as a director or
appointed as an executive officer of the Company or any of its
affiliated subsidiaries.
Item 10. Executive Compensation.
The summary compensation table below sets forth certain information
for all compensation, including: annual, longterm and stock
compensation paid for services rendered to the Company in all
capacities for the fiscal years ended December 31, 1999, 1998, and
1997.
<TABLE>
Summary Compensation Table
<CAPTION>
ANNUAL COMPENSATION
Annual Compensation
Name and Principal Position
(a) Year(b) Salary($)(c) Bonus ($)(d)Other Annual
*, **, *** Compensation ($)(e)
<S> <C> <C> <C> <C>
1999 0 0 0
Charles Bailey** 1998 0 0 0
Chairman of the Board 1997 0 0 0
1999 355,000 0 0
Paul D. Hancock*/** 1998 340,000 0 0
President, CEO *** 1997 325,000 0 0
1999 0 0 0
A. Robert Sobolik*/** 1998 0 0 0
Exec. V.P./Treasurer 1997 0 0 0
1999 0 0 0
Larry Epstein*/** 1998 0 0 0
Secretary 1997 0 0 0
1999 0 0 0
John R. Woodward*/** 1998 0 0 0
Vice President 1997 0 0 0
1999 0 0 0
George T. Lindsey*/** 1998 0 0 0
Vice President 1997 0 0 0
1999 0 0 0
James J. Aitken*/** 1998 0 0 0
Vice President 1997 0 0 0
1999 0 0 0
John Levingston* 1998 0 0 0
Vice President 1997 0 0 0
1999 0 0 0
John R. Foley** 1998 0 0 0
Director 1997 0 0 0
1999 0 0 0
Robert E. Capps Jr.** 1998 0 0 0
Director 1997 0 0 0
1999 0 0 0
Benjamin Whitfield Jr.** 1998 0 0 0
Director 1997 0 0 0
1999 0 0 0
Brendan Cahill** 1998 0 0 0
Director 1997 0 0 0
1999 0 0 0
Alex Trebek** 1998 0 0 0
Director 1997 0 0 0
1999 0 0 0
LeRoy J. Steele** 1998 0 0 0
Director 1997 0 0 0
1999 0 0 0
Joseph Dyson** 1998 0 0 0
Director 1997 0 0 0
1999 0 0 0
Peter Lallos** 1998 0 0 0
Director 1997 0 0 0
1999 0 0 0
Philip Langwald** 1998 0 0 0
Director 1997 0 0 0
1999 0 0 0
Fred Baron** 1998 0 0 0
Director 1997 0 0 0
1999 0 0 0
Charles Newirth** 1998 0 0 0
Director 1997 0 0 0
1999 0 0 0
Brian J. Patnoe* 1998 0 0 0
Assoc. V.P. 1997 0 0 0
1999 0 0 0
Michael Maghini* 1998 0 0 0
Assoc. V.P. 1997 0 0 0
1999 0 0 0
David A. Toma* 1998 0 0 0
Assoc. V.P. 1997 0 0 0
<CAPTION>
Awards Payouts All Other
Securities Compensation
Underlying (#)(i)
Options/SARs(#)(g)
Restricted Securities
Stock Award(s) Underlying
($)(f) Options/SARs(#)(g)
<S> <C> <C> <C> <C>
1999 - 0 0 0 0
1998 - 0 0 0 0
Charles Bailey** 1997 - 10,000 0 0 0
Director
1999 - 0 250,000 0 0
1998 - 0 250,000 0 0
Paul D. Hancock*/** 1997 - 0 250,000 0 0
President, CEO ***
1999 - 0 25,000 0 0
1998 - 0 25,000 0 0
A. Robert Sobolik*/** 1997 - 0 25,000 0 0
Exec. V.P./Treasurer
1999 - 0 500,000 0 0
1998 - 0 500,000 0 0
Larry Epstein*/** 1997 - 25,000 500,000 0 0
Secretary
1999 - 0 50,000 0 0
1998 - 0 50,000 0 0
John R. Woodward*/** 1997 - 0 50,000 0 0
Vice President
1999 - 0 25,000 0 0
1998 - 0 25,000 0 0
George T. Lindsey*/** 1997 - 0 25,000 0 0
Vice President
1999 - 0 25,000 0 0
1998 - 0 25,000 0 0
James J. Aitken*/** 1997 - 0 25,000 0 0
Vice President
1999- 0 0 0 0
John Levingston* 1998- 0 20,000 0 0
Vice President 1997- 0 20,000 0 0
1999 - 0 100,000 0 0
John R. Foley** 1998 - 0 100,000 0 0
Director 1997 - 0 100,000 0 0
1999 - 0 50,000 0 0
Robert E. Capps Jr.** 1998 - 0 50,000 0 0
Director 1997 - 0 50,000 0 0
1999 - 0 25,000 0 0
Benjamin Whitfield Jr.** 1998 - 0 25,000 0 0
Director 1997 - 0 25,000 0 0
1999 - 0 20,000 0 0
Brendan Cahill** 1998 - 0 20,000 0 0
Director 1997 - 0 20,000 0 0
1999 - 0 20,000 0 0
Alex Trebek** 1998 - 0 20,000 0 0
Director 1997 - 0 20,000 0 0
1999 - 0 0 0 0
LeRoy J. Steele** 1998 - 0 0 0 0
Director 1997 - 0 0 0 0
1999 - 0 25,000 0 0
Joseph Dyson** 1998 - 0 25,000 0 0
Director 1997 - 50,000 25,000 0 0
1999 - 0 0 0 0
Peter Lallos** 1998 - 0 0 0 0
Director 1997 - 0 0 0 0
1999 - 0 0 0 0
Philip Langwald** 1998 - 0 0 0 0
Director 1997 - 0 0 0 0
1999 - 0 0 0 0
Fred Baron** 1998 - 0 0 0 0
Director 1997 - 0 0 0 0
1999 - 0 0 0 0
Charles Newirth** 1998 - 0 0 0 0
Director 1997 - 0 0 0 0
1999 - 0 100,000 0 0
Brian J. Patnoe* 1998 - 0 100,000 0 0
Assoc. V.P. 1997 - 0 100,000 0 0
1999 - 0 10,000 0 0
Michael Maghini* 1998 - 0 10,000 0 0
Assoc. V.P. 1997 - 0 10,000 0 0
1999 - 0 0 0 0
David A. Toma* 1998 - 0 0 0 0
Assoc. V.P. 1997 - 0 0 0 0
(/TABLE)
* Indicates - Although many of the corporate officers have entered
into contractual agreements with the Company, certain of the
contract's provisions are contingent upon the acquisition of
substantial working capital by the Company. Accordingly, certain of
the officers do not devote their full-time to the business of the
Company.
** Indicates - Certain members of the Board of Directors who are not
officers of the Company receive a mutually agreeable amount of
restricted Rule 144 common stock of the Company for each board
meeting that they attend and are also periodically reimbursed for the
travel expenses incurred, if any, to attend such meetings.
*** Indicates - The President and Chief Executive Officer has waived
his accumulated back salary of $3,095,000. Also, he has agreed to
waive his current salary indefinitely as long as the Company does not
have sufficient funds on hand. In return he has agreed to also
accept common stock, or preferred convertible stock of the Company at
$.10 per share equivalent or mutually agreeable stock options in lieu
of cash, at the Company's discretion, except in the event of a merger
or takeover of the Company in which he descents.
ARRANGEMENTS WITH DIRECTORS
As indicated above, there are certain arrangements or understandings
regarding compensation for services provided by a director including
additional consideration payable for special assignments. Each of
the directors and/or executive officers of the Company has an
understanding with the Company regarding compensation by the Company
as an officer of the Company either in terms of duties, which will be
rendered on behalf of the Company or in their capacity as an
independent associate or as an associate of one of the Company's
wholly-owned subsidiaries.
The Company has evaluated the experience and reputation of its
directors and allocated compensation of common stock accordingly.
Executive officers of the Company maintain various terms and
conditions relative to compensation in their specific employment
contracts.
</TABLE>
<TABLE>
The following sets forth the security ownership of Management of the
Company and any holders of the Company's common stock known to own 5%
or more of the Company's issued and outstanding common stock. (in
alphabetical order)
<CAPTION>
AMOUNT & NATURE
TITLE NAME OF BENEFICIAL PERCENT
OF CLASS BENEFICIAL OWNERSHIP OWNERSHIP OF CLASS
OFFICERS AND DIRECTORS
<S> <C> <C> <C>
Common James J. Aitken 200,000 .43%
Vice President, Fin. & Adm. Sole Ownership
Corporate Director Sole Voting Power
12199 55th Ave.
Remus, MI 48340
Common Charles C. Bailey 195,000 .40%
Chairman of the Board Sole Ownership
42 King Street Sole Voting Power
New York, NY 10014
Common Fred Baron 100,000 .22%
Corporate Director Sole Ownership
531 N. Lillian Way Sole Voting Power
Los Angeles, CA 90004
Common Brendan Cahill 250,000 .54%
Corporate Director Sole Ownership
1141 Marilyn Drive Sole Voting Power
Beverly Hills, CA 90210
Common Robert E. Capps, Jr. 350,000 .76%
Corporate Director Sole Ownership
c/o 2120 Main St., Suite 180 Sole Voting Power
Huntington Beach, CA 92648
Common Joseph Dyson 215,000 .47%
Corporate Director Sole Ownership
8720 Cliffridge Sole Voting Power
La Jolla, CA 92037
Common Larry Epstein, Esq. 601,667 1.25%
Secretary Sole Ownership
Corporate Director Sole Voting Power
11733 Baird Ave.
Northridge, CA 91326
Common John D. Foley 300,000 .65%
Corporate Director Sole Ownership
c/o 2120 Main St., Suite 180 Sole Voting Power
Huntington Beach, CA 92648
Common Paul D. Hancock 8,770,444 19.03%
President/C.E.O. Sole Ownership
Corporate Director Sole Voting Power
124 8th Street, #8
Huntington Beach, CA 92648
Common Peter Lallos 125,000 .27%
Corporate Director Sole Ownership
31 Woodfield Court Sole Voting Power
Laurel Hollow, NY 11791
Common Philip Langwald 500,000 1.08%
Chairman Emeritus/ Sole Ownership
Corporate Director Sole Voting Power
16032 Lemond Hills Trail #173
Del Ray Beach, FL 33446
Preferred Philip Langwald 2,500
Chairman Emeritus/ Sole Ownership
Corporate Director Sole Voting Power
16032 Lemond Hills Trail #173
Del Ray Beach, FL 33446
Common John Levingston 15,000 .03%
Vice President, Marketing Sole Ownership
& Distribution Sole Voting Power
13642 Havenwood Drive
Garden Grove, CA 92643
Common George T. Lindsey 692,750 1.50%
Vice President, Creative Sole Ownership
Development/Corporate DirectorSole Voting Power
10412 Pacific St., #106
Omaha, NE 68114
Common Michael Maghini 283,750 .55%
Associate Vice President, Finance Sole Ownership
48 Stonewall Lane Sole Voting Power
Madison, CT 06443-2248
Common Charles Newirth 125,000 .27%
Corporate Director Sole Ownership
c/o 2120 Main St., Suite 180 Sole Voting Power
Huntington Beach, CA 92648
Common Brian J. Patnoe 932,202 2.02%
Associate Vice President, Sole Ownership
Administration Sole Voting Power
12553 Wedgewood Circle
Tustin, CA 92780
Preferred Brian J. Patnoe 55,000 2.02%
Associate Vice President,
Administration
12553 Wedgewood Circle
Tustin, CA 92780
Common A. Robert Sobolik 202,000 .44%
Executive Vice President/ Sole Ownership
Treasurer Sole Voting Power
Corporate Director
11453 Tortuga St.
Cypress, CA 90630
Common LeRoy J. Steele 50,000 .11%
Corporate Director Sole Ownership
1977 Gramercy Place Sole Voting Power
Los Angeles, CA 90068
Common David A. Toma 125,000 .27%
Associate Vice President, Sole Ownership
Production Sole Voting Power
21000 Burton Street
Canoga, CA 91304
Common Alex Trebek 350,000 .76%
Corporate Director Sole Ownership
c/o 2120 Main St., Suite 180 Sole Voting Power
Huntington Beach, CA 92648
Common Benjamin Whitfield, Jr., Esq. 78,000 .17%
Corporate Director Sole Ownership
9000 E. Jefferson, Apt. 14-3 Sole Voting Power
Detroit, MI 48214
Common John R. Woodward 175,071 .38%
Vice President, Sole Ownership
Film Production Sole Voting Power
Corporate Director
850 Alabama Dr., Rte. 2
Lone Pine, CA 93545
OFFICERS & DIRECTORS AS A GROUP 15,110,884 32.71%
<CAPTION>
OWNERS OF 5% OR MORE OF THE COMPANY'S COMMON EQUITY
<S> <C> <C> <C>
Common Paul D. Hancock 8,770,444 19.03%
President/C.E.O. Sole Ownership
Corporate Director Sole Voting Power
124 8th St., #8
Huntington Beach, CA 92648
Common Richard D. McLellan, Esq. 2,559,164 7.72%
c/o 2120 Main St., Suite 180 Sole Ownership
Huntington Beach, CA 92648 Sole Voting Power
Common Gordon Estate 2,658,097 5.77%
c/o 2120 Main St., Suite 180 Sole Ownership
Huntington Beach, CA 92648 Sole Voting Power
</TABLE>
The foregoing totals are based upon Forty Eight Million Three Hundred
Eighty One Thousand and Five Hundred and Ninety Two (48,381,592)
common shares of the Company issued and outstanding stock as of
December 31, 1999.
To the best knowledge and belief of the Company, there are no
arrangements, understandings, or agreements relative to the
disposition of the Company's securities, the operation of which would
at a subsequent date result in a change in control of the Company.
Item 12. Certain Relationships and Related Transactions.
As of this filing, there have been and are presently no transactions
to which the Company was or is to be a party in which any of the
directors, executive officers or immediate family members thereof
have been a party to. It is contemplated, however, that in certain
instances directors, executive officers, or immediate family members
thereof will be a party to future transactions.
Item 13. Exhibits and Reports on Form 8-K.
N/A
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
March 6, 2000 /s/ A. Robert Sobolik
A. Robert Sobolik
Executive Vice President/Treasurer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
[TEXT]
<ARTICLE> 5
<LEGEND>
Exhibit 27
Financial Data Schedule
"This schedule contains summary financial information extracted from
December 31, 1999 10KSB and is qualified in its entirety by reference
to such financial statements."
</LEGEND>
<S> <C>
<PERIOD-START> JAN-01-1999
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 46,639
<SECURITIES> 0
<RECEIVABLES> 290,122
<ALLOWANCES> 0
<INVENTORY> 10,798,804
<CURRENT-ASSETS> 0
<PP&E> 49,937
<DEPRECIATION> (1,502,742)
<TOTAL-ASSETS> 10,077,712
<CURRENT-LIABILITIES> 0
<BONDS> 16,300
0
1,312
<COMMON> 48,381
<OTHER-SE> 9,586,657
<TOTAL-LIABILITY-AND-EQUITY> 10,077,712
<SALES> 0
<TOTAL-REVENUES> 131,751
<CGS> 0
<TOTAL-COSTS> 358,899
<OTHER-EXPENSES> 105,649
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (332,797)
<INCOME-TAX> 0
<INCOME-CONTINUING> (332,797)
<DISCONTINUED> 0
<EXTRAORDINARY> (105,649)
<CHANGES> 0
<NET-INCOME> (332,797)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
