SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
WORLD WIDE MOTION PICTURES CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement is other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
purusant to Exchange Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Fom or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
WORLD WIDE MOTION PICTURES CORPORATION
EXECUTIVE OFFICES
2120 MAIN STREET, SUITE 180
HUNTINGTON BEACH, CA 92648
Notice of Annual Meeting of Stockholders
to be held September 1, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
World Wide Motion Pictures Corporation, a Michigan corporation
(the "Company") will be held at the law offices of Dykema
Gossett, 800 Michigan National Tower, Lansing, Michigan, on
Friday, September 1, 2000 at 5:00 in the afternoon, Eastern
Standard Time, for the following purposes:
1) To elect 6 directors for a term of three years and until
their successors are duly elected and qualified. If
proposal 1 (providing for the annual election of
directors) is approved, the terms of 6 directors will
expire at the April 2003 annual meeting of shareholders.
If proposal 1 is not approved, the terms of these 6
directors will expire at such time as their successors
have been duly elected and qualify.
2) To approve an amendment to the Company's articles and
bylaws and restated certificate of incorporation for the
purpose of effecting a possible stock combination (reverse
stock split) pursuant to which the Company's outstanding
shares of Common Stock class of securities would be
exchanged for new shares of Common Stock in an exchange
ratio to be approved by the Board of Directors, ranging
from one newly issued share for each five outstanding
shares to one newly issued share for each twenty
outstanding shares.
3) To transact such other business as may properly come
before the Annual Meeting or any adjournment or
postponements thereof.
The presence, in person or by proxy, of the holders of a majority
of the votes entitled to be cast at the Annual Meeting is
necessary to constitute a quorum.
In accordance with the Company's Annual Meeting voting practices,
all stockholder proxies, ballots and voting materials will be
inspected and tabulated by independent inspectors of election
present at the Annual Meeting.
The Board of Directors has fixed the close of business on the
17th day of August, 2000, as the record date for the
determination of stockholders entitled to vote at the Annual
Meeting or any adjournments or postponements thereof, and
accordingly, only stockholders of record of common stock at the
close of business on such date will be entitled to vote at said
meeting.
By Order of the Board of Directors,
Larry Epstein, Esq., Secretary
Huntington Beach, California
NOTE: THE ANNUAL MEETING WILL START PROMPTLY AT 5:00 P.M. IN THE
AFTERNOON, EASTERN STANDARD TIME AND ALL SHAREHOLDERS ARE INVITED
TO ATTEND THE MEETING. TO AVOID DISRUPTION, ADMISSION MAY BE
LIMITED ONCE THE MEETING STARTS. PLEASE SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT TO THE COMPANY WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING. ANY RECORD HOLDER WHO IS
PRESENT AT THE MEETING MAY VOTE IN PERSON INSTEAD OF BY PROXY,
THEREBY CANCELLING ANY PREVIOUS PROXY. YOU MAY NOT APPOINT MORE
THAN THREE PERSONS TO ACT AS YOUR PROXY AT THE MEETING.
WORLD WIDE MOTION PICTURES CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS SEPTEMBER 1, 2000
This Proxy is Solicited on Behalf of Management of
World Wide Motion Pictures Corporation and Will Be Voted
The undersigned hereby appoints Richard D. McLellan, Esq.,
Benjamin Whitfield, Jr., Esq., and Marilyn Richards or any one or
more of them acting in the absence of the others, as attorneys
and proxies of the undersigned, with full power of substitution,
for and in the name of the undersigned, to represent the
undersigned at the Annual Meeting of the Shareholders of World
Wide Motion Pictures Corporation, a public Michigan corporation,
to be held at the law offices of Dykema Gossett, 800 Michigan
National Tower, Lansing, Michigan, at 3:00 P.M. Eastern Standard
Time, September 1, 2000, and at any adjournment or adjournments
thereof, and to vote all shares of stock of said Corporation
standing in the name of the undersigned, with all the powers the
undersigned would possess if personally present at such meeting:
1. To elect 6 directors to the Board of Directors
with a term ending at the 2003 annual meeting. (see attached
nominee list);
FOR ________ AGAINST ________ ABSTAIN ________
VOTE FOR all nominees listed in attached nominee list,
except vote withheld from the following nominees (if any):
(INSTRUCTIONS: To withhold authority to vote for an
individual nominee, print that nominee's name on the line
provided below.)
_________________________________
________________________________
VOTE WITHHELD from all nominees. [ ]
2. To approve an amendment to the Company's articles and
bylaws and restated certificate of incorporation for the purpose
of effecting a possible stock combination (reverse stock split)
pursuant to which the Company's outstanding shares of Common
Stock class of securities would be exchanged for new shares of
Common Stock in an exchange ratio to be approved by the Board of
Directors, ranging from one newly issued share for each ten
outstanding shares to one newly issued share for each twenty
outstanding shares.
FOR ________ AGAINST ________ ABSTAIN ________
3. In their discretion on such other matters as may
properly come before the Annual Meeting and any adjournments
thereof, in their discretion the proxies are authorized to vote
upon such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.
Management and the Board of Directors recommend a vote FOR
approval of the attached 6 nominees to the Board of Directors.
Management and the Board of Directors recommend a vote FOR
approval of the proposed Restructuring of the common stock class
of securities of the Company.
This Proxy, when properly executed, will be voted in the
manner directed herein but, where no direction is given, this
Proxy will be voted FOR approval of the attached 6 nominees to
the Board of Directors of the Company in item 1 and the
Restructuring of the common stock class of securities of the
Company in item 2.
The undersigned hereby acknowledges receipt of (i) the
Notice of Annual Meeting dated August 17, 2000, and (ii) the
proxy statement dated August 17,2000.
PLEASE DATE AND SIGN HERE:
Signature (s) _______________________________________
__________________________________________________
Note: Please sign exactly as name appears hereon.
Date: _____________
Joint owners should each sign. When
signing as attorney, executor,
officer, administrator, guar-
dian or trustee, please give full title
as such. A Proxy executed by a
corporation should be signed
in its corporate name by an authorized
officer.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY TO:
World Wide Motion Pictures Corporation
Executive Offices
2120 Main Street, Suite 180
Huntington Beach, CA 92648
Attn: Larry Epstein, Esq., Secretary
Please check here if you plan to attend the meeting. [ ]
Office Use Only
# of Common Shares
_____________________
WORLD WIDE MOTION PICTURES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 1, 2000
-----------------------------------------------
PROXY STATEMENT
-----------------------------------------------
The enclosed Proxy is solicited by the Board of Directors of
World Wide Motion Pictures Corporation (the "Company"), a
Michigan corporation, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders and use at
the Annual Meeting of Shareholders to be held at the Law Offices
of Dykema Gossett, 800 Michigan National Tower, Lansing, Michigan
on September 1, 2000 at 5:00 p.m. Eastern Standard Time or at any
adjournment or adjournments thereof. This solicitation is being
made by mail and electronic transmission. The Company may also
use its officers and regular employees to solicit proxies from
shareholders either in person or by telephone, telegraph or
letter without additional compensation. The Company will pay the
entire cost of solicitation, which represents the amounts
normally expended for solicitation relating to an uncontested
election of directors. Such costs include charges from brokers
and other custodians, nominees and fiduciaries for distributing
proxies and other proxy materials to the beneficial owners of the
common stock class of securities of the Company (the "Common
Stock").
The Common Stock of the Company is the only outstanding class of
voting securities. Each shareholder of record at the close of
business on August 16, 2000 (the "record date") is entitled to
vote at the meeting. As of the close of business on the record
date, the Company had 49,066,067 shares outstanding. Each share
is entitled to one vote on each of the matters to come before the
meeting and is not entitled to cumulative voting rights. A
majority of the oustanding shares of the Common Stock of the
Company will constitute a quorum for the meeting.
The execution of a Proxy will in no way effect a shareholder's
right to attend the Annual Meeting and vote in person. Any proxy
may be revoked at any time before it is voted by (i) filing with
the Secretary of the Company, at or before the taking of the vote
at the Annual Meeting, a written notice of revocation or a duly
executed proxy, in either case later dated than the prior proxy
relating to the same shares or (ii) attending the Annual Meeting
and voting in person (although attendance at the Annual Meeting
will not of itself revoke a proxy). Any written notice of
revocation or subsequent proxy should be sent so as to be
delivered to World Wide Motion Pictures Corporation, Executive
Offices, 2120 Main Street, Suite 180, Huntington Beach,
California, 92648, Attention: Secretary, or hand delivered to the
Secretary or presiding officer, before the taking of the vote at
the Annual Meeting.
Proxies returned to the Company and properly executed will be
voted in accordance with shareholders' instructions.
Shareholders are urged to specify their choices by marking the
enclosed Proxy. Any Proxy which is not revoked and which does
not otherwise indicate a preference will be voted in favor of the
nominees for director as set forth on the attached nominee list
and voted in favor of a stock combination restructuring (reverse
stock split) of the Company's common stock class of securities.
The Proxies also give the Board of Directors discretionary
authority to vote the shares represented thereby on any matter
which was not known on the date of this Proxy Statement but may
properly be presented for action at the meeting. If any other
matters are properly presented at the annual meeting for
consideration, the persons named in the enclosed form of Proxy
will have discretion to vote on those matters in accordance with
their own judgment to the same extent as the person signing the
Proxy would be entitled to vote.
The affirmative vote of a majority of the votes duly cast by the
holders of the Common Stock of the Company is required to approve
the election of directors as set forth on the attached nominee
list, stock combination restructuring (reverse stock split) of
the Company's Common Stock and other matters to be acted upon at
the Annual Meeting.
An abstention is deemed `present' but is not deemed a `vote
cast.' As a result, abstentions and broker `non-votes' are not
included in the tabulation of the voting results on the election
of directors or issues requiring approval of a majoriy of the
votes cast and, therefore, do not have the effect of votes in
opposition. A broker `non-vote' occurs when a nominee holding
shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting
power on that item and has not received instructions from the
beneficial owner. Broker `non-votes' and the shares as to which
a shareholder abstains are included in determining whether a
quorum is present.
In accordance with the Company's bylaws, the Annual Meeting may
be adjourned or postponed, including by the Chairman, in order to
permit the solicitation of additional Proxies.
BUSINESS AT THE ANNUAL MEETING
At the annual meeting, the Company's shareholders will consider
and vote upon the following matters:
1. To elect 6 directors to the Board of Directors with a term
ending at the 2003 annual meeting (see attached nominee list).
2. To propose an amendment to the Company's Articles of
Incorporation and restated Certificate of Incorporation to
effect a stock combination restructuring (reverse stock split)
of the Company's common stock class of securities pursuant to
which the Company's outstanding shares of the Common Stock
would be exchanged for new shares of the Common Stock in an
exchange ratio to be approved by the Board of Directors,
ranging from one newly issued share for each five outstanding
shares to one newly issued share for each twenty outstanding
shares (the "reverse split proposal")(see "Purposes of Reverse
Split" below), and
3. To transact such other business as may properly come before
the annual meeting and any adjournments or postponements
thereof.
Unless contrary instructions are indicated on the enclosed Proxy,
all shares represented by valid proxies received pursuant to this
solicitation (and which have not been revoked in accordance with
the procedures set forth in this Proxy Statement) will be voted
in favor of each of the following:
(i) The election of the 6 nominees for director nominated by
the Board of Directors as described in this Proxy
Statement; and
(ii) approval of the stock combination restructuring reverse
split proposal.
In the event a shareholder specifies a different choice by means
of the enclosed Proxy, his or her shares will be voted in
accordance with the specifications so made.
Proposal To Amend Articles of Incorporation and Restated
Certificate Of Incorporation
On September 24, 1998, the Company's Board of Directors adopted
resolutions, ("(a) to amend Article 3 of the Articles of
Incorporation to add Section (12) "the Board of Directors may
effect a stock combination restructuring (reverse stock split) of
the corporation's outstanding shares of common stock class of
securities if the Board of Directors in their sole judgment
believe such restructuring is in the best interest of the
corporation"; and (b) file the foregoing amendment with the State
of Michigan Securities Bureau to restate the company's
certificate of incorporation") subject to approval by the
Company's shareholders, to amend the Company's Restated
Certificate of Incorporation and Articles of Incorporation (the
"Amendment") to: (i) effect a stock combination restructuring
(reverse stock split) of the Company's outstanding shares of the
Common Stock (the "Reverse Split"), and (ii) to provide for the
payment of cash in lieu of fractional shares otherwise issuable
in connection therewith. The Reverse Split would not change the
number of the Company's authorized shares of Common Stock or the
par value of the Common Stock.
If the Reverse Split is approved, and enacted, the Company's
Board of Directors will have authority, without further
shareholder approval, to effect the Reverse Split pursuant to
which the Company's outstanding shares (the "Old Shares") of
Common Stock would be exchanged for new shares (the "New Shares")
of Common Stock in an exchange ratio to be approved by the Board
of Directors, ranging from one New Share for each five Old
Shares to one New Share for each twenty Old Shares. The number
of Old Shares for which each New Share is to be exchanged is
referred to as the "Exchange Number." The Exchange Number may,
within such range, be a whole number or a whole number and
fraction of a whole number. The Reverse Split would be effected
simultaneously for all outstanding Common Stock of the Company
and the Exchange Number would be the same for all outstanding
Common Stock of the Company.
In addition, the Company's Board of Directors will have the
authority to determine the exact timing of the effective date of
the Reverse Split, which may be any time prior to December 31,
2001, without further shareholder approval. Such timing and
Exchange Number will be determined in the judgment of the Board
of Directors, with the intention of maximizing the Company's
ability to be in compliance with the listing and maintenance
requirements of the Nasdaq Stock Market, Inc. ("Nasdaq") and/or
other national and regional exchanges such as the American Stock
Exchange, Boston Stock Exchange, Philadelphia Stock Exchange, and
Pacific Stock Exchange, and other intended benefits of the
Reverse Split to shareholders and the Compay. See "-Purpose of a
Reverse Split," below.
The Board of Directors also reserves the right, notwithstanding
shareholder approval and without further action by shareholders,
to not proceed with a Reverse Split, if, at any time prior to
filing the Amendment with the Securities Bureasu of the State of
Michigan, the Board of Directors, in its sole discretion,
determines that the Reverse Split is no longer in the best
interests of the Company and its shareholders. The Board of
Directors may consider a variety of factors in determining
whether or not to implement the Reverse Split and in determining
the Exchange Number including, but not limited to, overall trends
in the stock market, future changes and anticipated trends in the
per share market price of the Company's Common Stock, business
and transactional developments, and the Company's actual and
projected financial performance.
The Reverse Split would not change the proportionate equity
interests of the Company's shareholders, nor will the respective
voting rights and other rights of shareholders be altered, except
for possible immaterial changes due to the Company's purchase of
fractional shares. The Common Stock of the Company which is
issued pursuant to the Reverse Split will remain fully paid and
non-assessable. The Company will continue to be subject to the
reporting requirements of the Securities Exchange Act of 1934.
Purposes Of A Reverse Split
The purpose for a stock combination restructuring (reverse stock
split) of the Common Stock of the Company would be to reduce the
number of issued and outstanding shares presently in the hands of
security holders, and thereby create a more manageable and
effective financial infrastructure of the Company. The proposed
stock combination restructuring (reverse stock split) of
shareholders Common Stock of the Company, Item 2 on the Proxy
(for example if effected at a 5:1 ratio) would result in a
reduction of the issued and outstanding shares of Common Stock of
the Company to 4,946,607 shares with a par value of .01 per share
(present issued and outstanding number of shares of Common Stock
of the Company are 49,466,067, with a par value of .001 per
share). Total book value does not change, however the per share
value changes. The per share book value will be greater than the
per share book value prior to a stock combination restructuring
(reverse stock split) of common stock. The Board of Directors
believes that there would be no material differences concerning
operations of the Company that would result from the stock
combination restructuring of the Common Stock of the Company as
described herein. There would be no arrears in dividends or as to
defaults in principal or interest in respect to the outstanding
securities which would be exchanged.
Upon effectiveness of a Reverse Split, it is the Board of
Director's intention that the Common Stock of the Company be
quoted on Nasdaq's National Market System (Nasdaq/NMS") and/or
other national and regional exchanges such as the American Stock
Exchange, Boston Stock Exchange, Philadelphia Stock Exchange, and
Pacific Stock Exchange. In order for the Common Stock of the
Company to be quoted on Nasdaq and/or other national and regional
exchanges, the Company and its Common Stock are required to
comply with various listing and maintenance standards established
by the exchanges.
Furthermore, the Company believes that listing on Nasdaq/NMS
and/or other national and regional exchanges such as the American
Stock Exchange, Boston Stock Exchange, Philadelphia Stock
Exchange, and Pacific Stock Exchange, may provide the Company
with a broader market for its Common Stock and more greatly
facilitate the use of the Common Stock in acquisitions and
financing transactions in which the Company may engage. There
can be no assurance that, even after effectuating a Reverse
Split, the Company would meet and maintain the minimum bid price
and otherwise meet any other of the requirements of various
exchanges for continued inclusion for trading on the exchanges.
<TABLE>
Certain Effects Of The Reverse Split
<CAPTION>
The following tables illustrate the principal effects of the
Reverse Split on the Company's Common Stock:
After 1-for-5 After 1-for-10 After 1-for-15 After 1-
for-20
Reverse Stock Reverse Stock Reverse Stock Reverse
Stock
Split Split Split Split
<S> <C> <C> <C>
Number of Shares
Common Stock:
Authorized
100,000,000 100,000,000 100,000,000 100,000,000
Outstanding (1)
9,576,578 4,788,289 3,591,216 2,394,144
Available for
Future Issuance (2)
90,423,422 95,211,711 96,408,784 97,605,856
Financial Data: (3)
Stockholder's Equity:
Common Stock
$95,766 47,883 35,912 23,941
Additional Paid-in Capital
$14,861,638 14,861,638 14,861,638 14,861,638
Accumulated Deficit
$1,479,774 $1,479,774 1,479,774 1,479,774
Total Stockholder's Equity
$13,430,959 $ 13,430,959 13,430,959 13,430,959
<FN>
<F1>
Gives effect to a Reverse Split as if it occurred on the Record
Date, subject to adjustment resulting from the repurchase of
fractional shares.
<F2>
Upon effectiveness of a Reverse Split, the number of authorized
shares of Common Stock that are not issued or outstanding would
increase depending on the Exchange Number, as reflected in this
table. Although this increase could, under certain
circumstances, have an anti-takeover effect (for example, by
permitting issuances which would dilute the stock ownership of a
person seeking to effect a change in the composition of the Board
of Driectors or contemplating a tender offer or other transaction
for the combination of the Company with another company), a
Reverse Split Proposal is not being proposed in response to any
effort of which the Company is aware to accumulate the Company's
shares of Common Stock or obtain control of the Company, nor is
it part of a plan by management to recommend a series of similar
amendments to the Board of Directors and shareholders. Other
than a Reverse Split Proposal, the Board of Directors does not
currently contemplate recommending the adoption of any other
amendments to the Company's Certificate of Incorporation and
Articles of Incorporation that could be construed to affect the
ability of third parties to take over or change control of the
Company.
<F3>
Balance sheet data gives effect to a Reverse Split as if it
occurred on September 30, 2000, subject to adjustment resulting
from the repurchase of fractional shares, exercise of stock
options or issuance of Rule 144, Regulation D stock.
Shareholders should recognize that if a Reverse Split is
effectuated they will own a fewer number of shares than they
presently own (a number equal to the number of shares owned
immediately prior to the filing of the Amendment divided by the
Exchange Number) but that the total value, minus any cash buyout
for fractional shares, will be equal to the total value prior to
a Reverse Split. While the Company expects that a Reverse Split
will result in an increase in the market price of the Common
Stock, there can be no assurance that a Reverse Split will
increase the market price of the Common Stock by a multiple equal
to the Exchange Number or result in the permanent increase in the
market price (which is dependent upon many factors, including the
Company's performance and prospects). Also, should the market
price of the Company's Common Stock decline, the percentage
decline may be greater than would pertain in the absence of a
Reverse Split. Furthermore, the possibility exists that liquidity
in the market price of the Common Stock could be adversely
affected by the reduced number of shares that would be
outstanding after a Reverse Split. In addition, a Reverse Split
will increase the number of shareholders of the Company who own
odd lots (less than 100 shares). Shareholders who hold odd lots
typically will experience an increase in the cost of selling
their shares, as well as greater difficulty in effecting such
sales. Consequently, there can be no assurance that a Reverse
Split will achieve the desired results that have been outlined
above.
</FN>
</TABLE>
Procedure For Effecting A Reverse Split And Exchange Number
If the Amendment is approved by the Company's shareholders, and
if the Board of Directors still believes that a Reverse Split is
in the best interests of the Company and its shareholders, the
Company will file the Amendment with the Securities Bureau of the
State of Michigan at such time as the Board of Directors has
determined the appropriate Exchange Number and the appropriate
effective time for such split. The Board of Directors may delay
effecting a Reverse Split until December 31, 2001 without re-
soliciting such shareholder approval. A Reverse Split will
become effective on the date of filing the Amendment (the
"Effective Date"). Beginning on the Effective Date, each
certificate representing Old Shares will be deemed for all
corporate purposes to evidence ownership of New Shares;
therefore, it will not be necessary to forward a certificate
representing the Old Shares to the Company for replacement.
As soon as practicable after the Effective Date, shareholders
will be notified that a Reverse Split has been effected and of
the exact Exchange Number. Concurrently, with the calculation of
the Exchange Number, the Company will apply for the reissuance of a
separate and distinct CUSIP NO. from the NASD (National Association
of Securities Dealers) identifiying the Exchange Number and
issuable Common Stock of the Company. At the time of new CUSIP NO.
issuance, the Company's transfer agent and registrar will be
officially notified and supplied with a list of all of the
individual, recalculated holdings of each individual shareholder.
The Exchange Number sequence of events will help ensure accurate
and expedient transactions when altering a certificate(s) for any
reason.
Fractional Shares
No scrip or fractional certificates will be issued in connection
with a Reverse Split. Shareholders who otherwise would be
entitled to receive fractional shares because they hold a number
of Old Shares not evenly divisible by the Exchange Number, will
be entitled to a cash payment in lieu thereof at a price equal to
the fraction to which the shareholder would otherwise be entitled
multiplied by the closing price of the Common Stock on the last
trading day prior to the Effective Date (or if such price is not
available, the average of the last bid and ask prices of the
Common Stock on such day, book value or other price determined by
the Board of Directors). The ownership of a fractional interest
will not give the holder thereof any voting, dividend, or other
rights except to receive payment therefor as described herein.
Checks representing fractional share cash payments will be mailed
to shareholders at their address of record on the Effective
Date.
Shareholders should be aware that, under the escheat laws of the
various jurisdictions where shareholders reside, where the
Company is domiciled, and where the funds will be deposited, sums
due for fractional interests that are not timely claimed after
the Effective Date may be escheated by the Company for each such
jurisdiction, unless correspondence has been received by the
Company concerning ownership of such funds within the time
permitted in such jurisdiction. Thereafter, shareholders
otherwise entitled to receive such funds will have to seek to
obtain them directly from the state to which they were paid.
Federal Income Tax Consequences Of A Reverse Split
The following is a summary of certain material federal income tax
consequences of a Reverse Split, and does not purport to be
complete. It does not discuss any state, local, foreign or
minimum income or other U.S. federal tax consequences. Also, it
does not address the tax consequences to holders that are subject
to special tax rules, such as banks, insurance companies,
regulated investment companies, personal holding companies,
foreign entities, nonresident alien individuals, broker-dealers
and tax-exempt entities. The discussion is based on the
provisions of the United States federal income tax law as of the
date hereof, which is subject to change retroactively as well as
prospectively. This summary also assumes that the Old Shares
were, and the New Shares will be, held as a "capital asset," as
defined in the Internal Revenue Code of 1986, as amended
(generally, property held for investment). The tax treatment of
a shareholder may vary depending upon the particular facts and
circumstances of such shareholder. EACH SHAREHOLDER SHOULD
CONSULT WITH SUCH SHAREHOLDER'S OWN TAX ADVISOR WITH RESPECT TO
THE CONSEQUENCES OF A REVERSE SPLIT. THE FOLLOWING SUMMARY IS
NOT TO BE CONSTRUED AS AN OPINION BY THE COMPANY AS TO THE TAX
CONSEQUENCES IF ANY FOR ANY INDIVIDUAL, GROUP, OR ENTITY.
No gain or loss should be recognized by a shareholder of the
Company upon such shareholder's exchange of Old Shares pursuant
to a Reverse Split (except to the extent of any cash received in
lieu of a fraction of a New Share). Cash payments in lieu of a
fractional New Share should be treated as if the fractional share
were issued to the shareholder and then redeemed by the Company
for cash. A Company shareholder receiving such payment should
recognize gain or loss equal to the difference, if any, between
the amount of cash received and the shareholder's basis in the
fractional share (determined as provided below). Such gain or
loss will be capital gain or loss if the payment of cash inlieu
of the fractional share is a mere mechanical rounding off of
fractions and not separately bargained for consideration, and the
payment is "not essentially equivalent to a dividend" with
respect to the shareholder under the federal income tax law. For
this purpose, a payment is not essentially equivalent to a
dividend if it results in a "meaningful reduction" in the
shareholder's percentage interest in the Company, taking into
account the constructive ownership rules and redemptions of
fractional shares from all the shareholders. The Internal
Revenue Service has ruled publicly that any reduction in the
percentage interest of a small minority shareholder in a
publicly-held corporation who exercises no control over corporate
affairs should constitute a meaningful reduction.
The aggregate tax basis of the New Shares received in a Reverse
Split (including any fraction of a New Share deemed to have been
received) will be the same as the shareholder's aggregate tax
basis in the Old Shares exchanged therefor. The stockholer's
holding period for the New Shares will include the period during
which the shareholder held the Old Shares surrendered in a
Reverse Split.
SHAREHOLDER PROPOSALS
If a shareholder desires to submit a proposal for consideration
at the next Annual Shareholders Meeting and would like to have
that proposal submitted on the Company's proxy statement and form
of proxy, such proposal must be received by the Company no later
than November 20, 2000 or 120 days before mailing of the Proxy
Statement for the next Annual Shareholders Meeting, whichever is
later. The Company anticipates that it will hold its next Annual
Shareholders Meeting in April 8, 2001.
VOTE REQUIRED AND RECOMMENDATION
Management and the Board of Directors recommend a vote FOR
approval of the attached seven nominees to the Board of Directors
of the Company (Item 1 on the proxy) and a vote FOR approval of
the stock combination restructuring (reverse stock split) of the
Common Stock class of securities of the Company (Item 2 on the
proxy).
MISCELLANEOUS MATTERS
As of the date of this Proxy Statement, the Board of Directors
knows of no other matters which may properly be, or are likely to
be, brought before the meeting. However, if any proper matters
are brought before the meeting, the person named in the enclosed
Proxy will vote them as the Board of Directors may recommend.
At the Annual Meeting of Shareholders, in addition to the matters
describe above, there will be an address by the Chairman of the
Board of Directors and/or President of the Company and a general
discussion period during which shareholders will have an
opportunity to ask questions about the business and operations of
the Company. Representatives of Reed & Taylor, P.C., the
Company's independent auditors, will be present at the Annual
Meeting and will have the opportunity to make a statement if they
so desire. Those representatives are also expected to be
available to respond to appropriate questions.
All shareholders of record on August 16, 2000 are or upon request
will be provided a copy of the Company's 1999 Annual Report to
Shareholders (by U.S. mail or electronic forms of transmission)
which contains audited financial statements of the Company for
the fiscal year ended December 31, 1999 and/or a copy of the
Company's Annual Report on Form 10-KSB for 1999.
The mailing address of the Company's principal corporate office
is 2120 Main Street, Suite 180, Huntington Beach, California
92648, the telephone number is (714) 960-7264 and the facsimile
number is (714) 374-0452. The approximate date on which this
Proxy Statement and the enclosed Proxy are being mailed to
shareholders is .
By order of the Board of Directors
World Wide Motion Pictures Corporation
Executive Offices
2120 Main Street, Suite 180
Huntington Beach, CA 92648
/S/ Larry Epstein, Esq.
Secretary
Larry Epstein, Esq.
August 17, 2000
Secretary
-------------
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>
<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
<FN>
<F1>
Stock issued for services and product 418,000
<F2>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
<TABLE>
Consolidated Statement of 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>
<CAPTION>
OUTSTANDING CONVERSION RATIO FROM PREFERRED TO COMMON:
Preferred Stock
Price per Share Conversion Common
----------------------
Par No. of Conversion Market Shares
Series Value Shares Ratio* Price After
Exchange
------- ------- ------ ------- ------- -------
<S> <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 10,000
K .01 10,000 -0- -0- -0-
Totals 131,217 976,340
<FN>
<F1>
*Preferred to Common
</FN>
</TABLE>
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.
