U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-27454
-----
WORLD WIDE MOTION PICTURES CORPORATION
(Name of small business issuer in its charter)
MICHIGAN 33-0081215
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification
No.)
2120 MAIN STREET, SUITE 180, HUNTINGTON BEACH, CA 92648
(Address of principal executive offices) (Zip Code)
(714) 960-7264
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [x] No [ ]
Indicate the number of shares outstanding of each of the
Issuer's classes of common stock as of the latest practical date:
49,013,592 shares of Common Stock (par value $.001 per share)
outstanding on March 31, 2000.
Part I. Financial Information
Item 1. Financial Statements
<TABLE>
Consolidated Balance Sheets
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of March 31, 2000 and December 31, 1999
March 31, Dec 31,
2000 1999
(Unaudited) (Audited)
--------- --------
Assets
<S> <C> <C>
Cash 78,535 46,639
Accounts receivable 140,122140,122
Note receivable 150,000150,000
Work in process - 0 -- 0 -
Completed motion pictures/
television productions 9,458,2899,458,289
Film properties (screenplays/teleplays)1,735,4671,735,467
Equipment 49,93749,937
Other assets - 0 -- 0 -
Less accumulated depreciation (1,504,130)(1,502,742)
Total Assets $10,108,220$10,077,712
Liabilities
Accounts payable 16,040 15,851
Common Stock payable 0 0
Preferred Stock payable 5050
Notes payable 16,30016,300
Deferred credit to production costs 150,000150,000
Total Liabilities 182,390182,201
Stockholders' Equity
Common Stock $.001 Par Value,
100,000,000 shares authorized,
49,013,592 and 48,381,592 shares issued 49,01448,381
Preferred Stock $.01 Par Value, 1,100,000
shares authorized, 131,217 shares issued 1,3121,312
Additional paid-in capital 19,559,487 19,519,020
Retained earnings deficit (9,683,983)(9,673,202)
Total Stockholders' Equity9,925,8309,895,511
Total Liabilities
and Stockholders Equity 10,108,220$10,077,712
<FN>
<F1>
The accompanying Notes to December 31, 1999 Consolidated
Financial Statements are an integral part of these Financial
Statements.
</FN>
</TABLE>
<TABLE>
Consolidated Statements of Income
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31, 2000 and 1999
(Unaudited)
Three months ended
March 31,
-------------------
2000 1999
---- ----
<S> <C> <C>
Revenues 0 28,370
Operating expenses:
Depreciation 1,388 58,001
Administrative 9,393 46,200
Total operating expense $10,781 104,201
Net income (loss) $(10,781) (75,831)
Earnings available to common stockholders None None
Earnings per common share,
assuming full dilution None None
<FN>
<F1>
The accompanying 1999 Notes to December 31, 1999 Consolidated
Financial Statements are an integral part of these Financial
Statements.
</FN>
</TABLE>
<TABLE>
Consolidated Statement of Cash Flows
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three-Months Ended March 31, 2000 and 1999
(Unaudited)
Three months ended
March 31,
-------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net Income (loss) $(10,781) $(75,831)
Adjustments to reconcile
net income (loss) to
net cash provided
by or used in operating activities: 378 0
Depreciation 1,388 58,001
Changes in assets and liabilities:
(Increase) Decrease in
accounts receivable 0 (28,370)
Increase (Decrease)
in accounts payable (189) 15,000
Net cash provided by (used in) operating
activities: (9,204) (31,200)
Financing activities:
Net increase/decrease in cash 31,896 (4,460)
Cash balances - beginning of year 46,639 28,726
Cash balances - end of three month
period ended March 31,
2000 and 1999 $ 78,535 $ 24,266
Supplemental cash flow information
Schedule of noncash transactions
Restricted stock issued for services 0 253,600
Restricted stock issued for product 0 0
<FN>
<F1>
The accompanying Notes to December 31, 1999 Consolidated
Financial Statements are an integral part of these financial
statements.
<F2>
During the first quarter ending March 31, 2000, no common shares
and no preferred shares were issued for product and services
provided by or provided to the Company.
</FN>
</TABLE>
<TABLE>
Consolidated Statement of Stockholders' Equity
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Month Period Ended March 31, 2000
(Unaudited)
Number of
Outstanding Additional Retained
Shares Par Paid-In Earnings
Common Preferred Amount Capital (Deficit) Total
-------- ----- --- ----------- --------- -----
<S> <C> <C> <C> <C> <C>
<C>
Balances
Dec. 31,
1999 48,381,592 131,217 $49,693 $19,519,020 $(9,673,202)$9,895,511
Stock
Issued
Cash 632,000 40,467 40,467
Services 0
Film 0
Net loss,
3 mos. Ended
March 31, 2000 (10,781) (10,781)
Balances,
March 31,
2000 49,013,592 131,217 $50,326 $19,559,487 $(9,683,983)$9,925,830
<FN>
<F1>
The accompanying Notes to December 31, 1999 Consolidated Financial
Statements are an integral part of these financial statements.
<F2>
</TABLE>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(To be read in conjunction with Consolidated Financial Statements
for the year 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'. The Company
values each film in its inventory annually and if there is a
decrease in value, the appropriate adjustments are made to the
financial statements. If there is an increase in value, no
adjustments are made in general accounting principles. 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 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 and accordingly, files annual and interim reports required
pursuant to Section 12(g) of the Exchange Act.
The following illustrates the Company's common and preferred stock
authorized, issued, and outstanding at December 31, 1999.
Common Stock:
Par Value $ 001
Shares Authorized 100,000,000
Shares Issued and Outstanding 48,381,592
Preferred Stock:
Series A:
Par Value (Stated Value .01) $ 10.00
Shares Authorized 100,000
Shares Issued And Outstanding 20,000
Series B-K:
Par Value $ .01
Shares Authorized 1,000,000
Shares Issued And Outstanding 111,217
NOTE 7 SUMMARY OF SUBSIDIARIES
The Company operates and/or maintains nine 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, as follows: World Wide
Productions, Inc., exists 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., exists 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 the 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.
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
- ------- ------- ------- ------- ------- -------
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
Preferred to Common
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 12 YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs being written
using two digits instead of four to define the applicable year. Any
of the Company's computer programs that have time-sensitive software
or facilities or equipment containing embedded micro-controllers may
recognize a date using "00" as the year 1900 rather than the Year
2000. This could cause a system failure or miscalculations resulting
in potential disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices
or engage in similar normal business activities.
The Company has assessed its hardware and software systems, which
are comprised solely of an internal personal computer network and
commercially available software products. Based on this assessment,
the Company believes that its hardware and software systems are Year
2000 compliant. The Company has begun to assess the embedded system
contained in its leased or expected to be leased equipment and
expects to finish this assessment by the end of June 1999. At this
time, the Company is uncertain whether the embedded systems
contained in its leased or expected to be leased equipment are
ready
for the Year 2000. In addition, the Company is contacting its key
vendors, suppliers,customers and other third parties to determine if
there are any significant Year 2000 exposures which would have a
material effect on the Company.
The Company is not yet aware of any Year 2000 issues relating to
those vendors, suppliers, customers and other third parties with
which the Company has a material relationship. There can be no
assurance, however,that the systems of those vendors, suppliers,
customers and other third parties on which the Company or its
systems rely will not present Year 2000 problems that could have a
material adverse effect on the Company.
The Year 2000 issue presents a number of other risks and
uncertainties that could impact the Company, such as disruptions of
service from critical third parties such as utilities providing
electricity, water or telephone service. If such critical third
party providers experience difficulties resulting in disruption of
service to the Company, a shutdown of the Company's operations at
individual facilities could occur for the duration of the
disruption. The Year 2000 project cost has not been material to
date and, based on preliminary information, is not currently
anticipated to have a material adverse effect on the Company's
financial condition, results of operations or cash flow in future
periods. However, if the Company, its vendors, suppliers, customers
or other third parties are unable to resolve any Year 2000
compliance problems in a timely manner, there could result a
material financial impact on the Company.
Accordingly, management plans to devote the resources it considers
appropriate to resolve all significant Year 2000 problems in a
timely manner. This assessment is estimated to be completed no later
than mid-1999. After completion of its Year 2000 assessment, the
Company will develop contingency plans to reduce its Year 2000
exposure and expects to have such contingency plans in place by
September 1999. Readers should understand that the dates on which
the Company believes the Year 2000 project will be completed are
based upon management's best estimates, which were derived utilizing
assumptions of future events, including the availability of certain
resources, third-party modification plans and other factors.
However, there can be no guarantee that these estimates will be
achieved, or that there will not be a delay in, or increased costs
associated with, the implementation of the Company's Year 2000
compliance project. A delay in specific factors that might cause
differences between estimates and actual results include, but are
not limited to, the availability and cost of personnel trained in
these areas, the ability of locating and correcting all relevant
computer codes, timely responses to and corrections by third parties
and suppliers, the ability to implement interfaces between the new
systems and the systems not being replaced, and similar
uncertainties.Due to the general uncertainty inherent in the Year
2000 problem, resulting in part from the uncertainty of the Year
2000 readiness of third parties and the interconnection of national
and international businesses, the Company cannot ensure that its
ability to timely and cost effectively resolve problems associated
with the Year 2000 issue will not affect its operations and
business, or expose it to third party liability.
Item 2. Management's Discussion and Analysis or Plan of Operation
Management's discussion and analysis of financial condition and
results of operation should be read in conjunction with the
consolidated financial statements and related notes.
RESULTS OF OPERATIONS
The Company's revenue for the three months ending March 31, 2000
was $0 as compared to $28,370 for the comparable period of 1999.
The three month period ending March 31, 2000 net loss prior to
depreciation expense was $(9,393), and net loss before depreciation
for the comparable period ending 1999 of $(17,830), and after
allowance for depreciation the loss for March 2000 was $(10,781)
and $(75,831) for 1999. For the three months ending March 31,
2000, expenses for the Company's development, production and
distribution operations and its miscellaneous operations totaled
$3,556 compared to $46,200 for the comparable period of 1999. The
decrease in operating expenses of March 31, 2000 was primarily
attributable to the marketing and distribution of the feature
length film entitled "Shattered Illusions", and the reproduction of
film and the marketing of the film project "Ninth Street" and to
the Company's change in the method of amortizing the cost of its
inventory. The decrease in revenue attributable to the first
quarter 2000 is due to reduced revenue pursuant to the exploitation
of the film project "Ninth Street". There were no resultant per
share earnings to common stockholders in March 31, 2000 and March
31, 1999. 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 3rd 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>
Three Months Ended March 31,
2000 1999
---- ----
<S> <C> <C>
Revenues $0 $28,370
Costs and Expenses
Operating &
Administration expenses 9,393 46,200
Depreciation and
amortization 1,388* 58,001
Income (Loss) $(10,781) $(75,831)
*Reflects change in method of amortizing completed film inventory
</TABLE>
The Company has presented a consolidated balance sheet which
includes five wholly-owned active subsidiaries: World Wide Films
Inc., World Wide Productions Inc., World Wide Film & Television
Institute, World Wide Entertainment Inc. and Environmental Services
Corporation. 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 been to expend its resources and to set in place relationships
and contracts in preparation for the continued development,
acquisitions, production and/or marketing/distribution of quality
moderate budget feature length motion pictures, 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 the above-referred to additional working capital is
secured, it is the Company's opinion that substantial revenue will
be generated by the existing film and television library and future
distribution of potential new product, ultimately realizing its
projected return on investment. Arrangements for participation by
the Company in various feature film and television productions for
the last 24-month period include gross and net revenue
participations in the following feature film and television
production ranging between 2-60% of worldwide revenue potential
including all markets and all media that the particular production
is distributed in.(1) In 1997, post production and distribution of
the documentary entitled THE OUTLAW TRAIL, 100 YEARS REVISITED, in
association with Western Sunset Films, an 8-year old Los Angeles
based documentary production company. (2) In 1998, development and
production of the television production entitled CLASSIC CAR, in
association with SLIM, Inc., a 4-year old Los Angeles based
television production company. Other arrangements include
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. Also, in 1995,
the Company purchased thirty-seven feature film submaster
(videotape) prints from Stanley Pappas providing 20% of any gross
revenue of the product in perpetuity, and the television production
series entitled TIPS FOR BETTER HEALTH and MARKET PLACES OF THE
WORLD, both owned and produced by Pacific Pictures Inc., a 9-year
old Los Angeles based film and television production company, and
providing 5% gross revenue co-production participation to the
Company in perpetuity. Additionally in 1995, the Company licensed
to Media One Broadcasting, a 12-year old television syndication
company, for $71,000 and 40% of net revenue the right to telecast
four feature motion pictures and seventeen television productions
which the Company owns as part of its completed product library. In
1996 the Company licensed to Wittman Productions Inc., a 4-year old
Los Angeles based film production company, twenty feature films and
television productions for $75,000 and 40% of net revenue for the
right to telecast and exploit those productions which the Company
owns as part of its library. In 1995 and 1996, certain other film
and television participations of the Company included development
and packaging arrangements, the Company's review and in certain
cases, advice and counsel on screenplays and screenplay development
scenarios for the subsequent possible packaging and production and
distribution of a particular project. The most significant of these
productions, their production companies, and percentage of future
gross revenue allocated to the Company, were the feature length
film entitled CHOICE offered by production company Best Pictures
Inc., 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 1999 and 2000, the
Company expects to produce and/or distribute two full length
feature films or specialty television projects for theatrical and
ancillary worldwide exploitation. The productions will be entirely
or in large part under the responsibility, control and ownership of
the Company. All financing for the completion of the recently
completed feature length production entitled SHATTERED ILLUSIONS
featuring Morgan Fairchild, Bruce Weitz, Richard Lynch and Dan
Monahan was secured and the production was completed and is now in
distribution. The feature length production, ALONG FOR THE RIDE
and/or MR. CORKLESBY, has approximately 50% of the financing
secured and negotiations for the remainder in process. In the
month of August, the Company entered into an agreement with Jaguar
Entertainment, of Los Angeles, California, 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 the month of
March, the Company entered into a Co-Distribution Agreement with
RGH/Lions Share Pictures of California for the purpose of
co-distributing the feature length motion picture entitled JIGSAW.
<TABLE>
The following is a table showing the comparison of balance sheet
data between 1999 and 2000.
<CAPTION>
Three Months Ended March 31,
CATEGORY 1999 2000 % CHANGE
----- ----- --------
<S> <C> <C> <C>
Net Profit (Loss) (75,831) *(10,781) *-86%
Assets 9,771,094 10,108,220 +3.5%
Stockholders' Equity 9,586,407 9,925,830 +3.5%
Liability 184,687 182,390 -1.0%
Net Revenues 28,370 0 -100%
Inventory 10,796,804 11,193,756 +3.6%
*Reflects change in method of amortizing completed film inventory.
</TABLE>
The Company experienced no material changes during the first
quarter of 2000 regarding its operations or its financial position
relative to first quarter 1999. There are no seasonal or other
factors regarding the Company's intra-year operations that require
explanation of a percentile swing in inter-quarter reports.
GENERAL
In fiscal 1999 and the first quarter of 2000 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 the investment capital to produce and/or
distribute a minimum of two full length feature films or specialty
television productions within the next two years. In addition to
the development, financing, production, and distribution of motion
picture and television product, the Company expects to continue to
exploit a portion or portions of the Company's completed film and
television library to a wide variety of distribution outlets
including network television, cable television, satellite
broadcast, pay-per-view, and home video sales. Specifically, live
action motion pictures are generally licensed for broadcast on
commercial television following limited or wide release
distribution to theatrical outlets (theaters), home video and pay
television. Licensing to commercial television is generally
accomplished pursuant to agreements which allow a fixed number of
telecasts over a prescribed period of time for a specified license
fee. Television license fees vary widely, from several thousand to
millions of dollars depending on the film or television production,
the number of times it may be broadcast, whether it is licensed to
a network or a local station and, with respect to local stations,
whether the agreement provides for prime-time or off-time
telecasting. Licensing to domestic and foreign television stations
(syndication) is an important potential source of revenue for the
Company, although in recent years the prices obtainable for
individual film and television product in domestic syndication have
declined as pay television licensing has grown. The growth of pay
television and home video technologies, i.e. DVD (Digital Video
Disk) and HDTV (High Definition television), has had an adverse
effect on the fees obtainable from the licensing of film and
television product to networks and local television stations.
Thereby potentially effecting the Company's ability to generate
substantive revenue from this particular venue; however increasing
revenue potential in other areas. Conversely, the Company may
derive revenue from the marketing and sale, either directly or
through licensees, of motion pictures and other filmed or
videotaped product on videocassette or Digital Video Disk for
playback on a television set or monitor through the use of
videocassette recorders ("VCRs"), digital video disk recorders and
continued advancements of pay television (cable), satellite
broadcast technologies, and Internet applications domestically and
internationally. The Company currently holds the distribution
rights to 277 motion picture and television titles.The revenue
competition relative to existing or pending exploitation agreements
of the Company's film and television product library and current
and future production and distribution of projects is volatile due
to the many technological and innovative changes in the industry
and also changes regularly occurring in the international economy.
LIQUIDITY AND CAPITAL RESOURCES
Although the Company experienced positive cash flow prior to
provisions for depreciation expense, the Company experienced net
losses and negative cash flow from operations for yearend 1999, and
also, as of the comparable period in 1998. At March 31, 2000, the
Company had $78,535 in cash and no cash equivalents and in the same
period, 1999, the Company had $24,266 in cash and no cash
equivalents. The Company anticipates that its existing capital
resources may 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, deferred compensation,
profit participation, and equity in exchange for services and
product.
In accordance with the Securities and Exchange Commission
"Regulation D", and subject to Rule 144 restrictions, the Company
issued 632,000 shares of its common stock and no shares of its
preferred stock in first quarter period ending March 31, 2000 for
cash and no shares of its common stock and no shares of its
preferred stock for product and services. For the comparable period
in 1999, the Company issued no shares of its common stock and no
shares of its preferred stock for cash and 253,600 shares of its
common stock and no shares of its preferred stock for product and
services acquired by or provided to the Company. 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 in the period ending March 31,
2000, included cash of $78,535 and net accounts receivable of
$140,122 and in period ending March 31, 1999, included cash of
$24,266 and net accounts receivable of $56,752. The Company's
liquidity position has remained sufficient enough to support
on-going general administrative expense, pilot programs, strategic
position, and the garnering of contracts, relationships and film
and television product for addition to the Company's library, and
the financing, packaging, development and production of two feature
films and specialty television projects. Although the Company
during 1998 and 1999 experienced revenue, unless the Company has an
influx of additional capital, the Company will not be able to
accomplish its planned objectives and revenue projections.
Accordingly, the Company intends to resolve and provide for its
liquidity needs as well as provide for the needed capital resources
to expand its operations through a future proposed public offering
of its common shares to the public. It is anticipated that such an
offering will commence within the next 24 months for an amount to
be determined by the Company and underwriter(s) if any. To meet the
Company's interim liquidity and capital resources needs while the
Company's contemplated public offering is being prepared and
examined, the Company is presently investigating the possibilities
of future loans and is considering future sales of unregistered
common equity to accredited investors under one or more exemptions
that provide for the same. In the event a loan is obtained, one of
the terms may provide that the same be repaid from the proceeds
derived from the Company's contemplated public offering. A primary
use of public offering proceeds would be the further exploitation
of the Company's current 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 and cash flow data for the
periods indicated.
<CAPTION>
Three Months Ended March 31,
2000 1999
----- ----
<S> <C> <C>
Stockholders' Equity $9,925,830 $9,586,407
Common Stock Outstanding 49,013,900 47,882,890
Deficit (after
depreciation) (10,781) (75,831)
Accumulated Deficit (9,683,983) (5,324,326)
Cash 78,535 24,266
* Reflects reduction in net realizable value referred to below.
</TABLE>
In 1997 and 1998, management revalued its inventory based on
management's receipt of commentary from the Securities and Exchange
Commission, with an additional appraisal of potential resale value,
worthiness as works of art, and potential licensing capabilities,
resulting in a reduction in management's estimate of a net
realizable value in 1997 of $4,091,950 and in 1998 of $3,868,380.
The results of the reevaluations effectuated in 1997 and 1998
resulted in a substantial reduction in book value of approximately
51% for those items.
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 are anticipated to take place beginning in the
last quarter of 1999. 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-QSB 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-QSB 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-QSB 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 herein, which in the opinion of
management are necessary in order to make the financial statements
not misleading.
Part II. Other Information
Item 1. Legal Proceedings
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Company is a party or to which any of its assets are subject.
However, the Company is currently in ongoing negotiations for the
reimbursement of lost material which consists of eight 1" and/or
3/4" and/or digital betacam videotape and 35mm film submaster
copies of feature length motion picture and television productions,
owned or controlled by the Company which were maintained at a post
production film and video facility. The Company's attorneys are
preparing litigation and related processes relative to the lost
material in the event the results of the negotiations are
unsatisfactory. The Company is seeking damages in the amount of
three hundred ninety seven thousand five hundred ($397,500) dollars
for the loss of its "stored material". Further, the co-producers
with the Company's subsidiary, World Wide Films Inc., pertaining to
a feature length film have commenced litigation to attempt to
desolve the Co-Production Agreement which exists between the
Co-Producer and the Subsidiary relative to the production
processes of
that feature length film. The Company's management and attorneys
believe the lawsuit to be groundless, therefore ultimately
resulting in a favorable Judgment for the Company.
Various legal actions, governmental investigations and proceedings
and claims may be instituted or asserted in the future by the
Company or against the Company and/or its subsidiaries including
those arising out of alleged deficiencies in the company's
products; governmental or industry regulations relating to safety,
financial services; employment-related matters; distributor,
exhibitor, co-producer, vendor, supplier, or other contractual
relationships; intellectual property rights; product warranties and
environmental matters. Some of the foregoing matters involve or
may involve compensatory, punitive or anti-trust or other treble
damage claims in varying amounts, environmental remediation
programs, sanctions or other relief which, if granted, would
require varying expenditures.
Litigation is subject to many uncertainties, and the outcome of
individual litigated matters is not predictable with assurance.
The Company does not reasonably expect, based on its analysis, that
any adverse outcome from such matters would have a material effect
on future consolidated financial statements for a particular year,
although such an outcome is possible.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
N/A
Item 4. Submission of Matters to a Vote of Security Holders
N/A
Item 5. Other Information
N/A
Item 6. Exhibits and Reports on Form 8-K
N/A
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------
27.1 Financial Data Schedule
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereto duly authorized.
WORLD WIDE MOTION PICTURES CORPORATION
May 9, 2000 /s/ A. Robert Sobolik
A. Robert Sobolik
Executive Vice President/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27
Financial Data Schedule
"This schedule contains summary financial information extracted
from March 31, 2000 10QSB and is qualified in its entirety by
reference to such financial statements."
</LEGEND>
<S> <C>
<PERIOD-START> JAN-01-2000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 78,535
<SECURITIES> 0
<RECEIVABLES> 290,122
<ALLOWANCES> 0
<INVENTORY> 11,193,756
<CURRENT-ASSETS> 0
<PP&E> 49,937
<DEPRECIATION> (1,388)
<TOTAL-ASSETS> 10,108,220
<CURRENT-LIABILITIES> 0
<BONDS> 16,300
0
1,312
<COMMON> 49,014
<OTHER-SE> 9,875,504
<TOTAL-LIABILITY-AND-EQUITY> 10,108,220
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 9,393
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,781)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,781)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,781)
<EPS-BASIC> .000
<EPS-DILUTED> .000
</TABLE>
