Exhibit 2.1
Date: December 31, 2003
AGREEMENT AND PLAN OF REORGANIZATION among United Film Partners, Inc., a Texas
Corporation ("UFP" or "Registrant"); KEVIN REEM, STEPHEN STOTESBERY, TERENCE M.
O'KEEFE and HENRY JAN, ET AL hereof (the majority of "UFP Shareholders"), being
the owner(s) of record of 97.87%, a majority and controlling interest, of the
issued and outstanding common stock of UFP; Seoul Movie USA, Inc. a California
Corporation ("SMVUSA"); and the shareholders of SMVUSA hereof (collectively the
"SMVUSA Shareholders").
WHEREAS, the respective Boards of Directors of UFP and SMVUSA and the
shareholders of SMVUSA have adopted resolutions pursuant to which UFP shall
acquire and SMVUSA shall exchange the assets and liabilities described in
Exhibit B hereof (hereinafter, respectively, the "Assets" or the "Liabilities"),
which is incorporated herein by reference; and
WHEREAS, the consideration for the Assets shall be as follows; the exchange of
7,862,500 "unregistered" and "restricted" shares of $0.0001 par value common
stock
of UFP and
WHEREAS, the SMVUSA Shareholders shall acquire in exchange such shares of the
Company in a re-organization within the meaning of Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, UFP, SMVUSA and the Shareholders of SMVUSA shall adopt this plan
of reorganization and agree as follows:
1.0. PURCHASE AND SALE OF ASSETS
1.1. PURCHASE AND SALE. UFP hereby agrees to acquire and SMVUSA hereby agrees to
exchange the Assets owned by SMVUSA as of DECEMBER 31, 2003.
1.2. CONSIDERATION FOR THE ASSETS. The consideration paid for the Assets shall
consist solely of 7,862,500 "unregistered" and "restricted" shares of $0.0001
par value common stock of UFP to be issued in exchange therefor.
1.3. DELIVERY OF SHARES. Upon the execution and delivery by SMVUSA of an
assignment or assignments and other instruments required or necessary to
transfer the Assets to UFP, UFP shall deliver one stock certificate to or
certificates to each of the SMVUSA Stockholders in the amount set opposite
their respective names as listed on Exhibit A hereto representing 7,862,500 of
the issued and outstanding "unregistered" and "restricted"
shares of common stock of UFP in the aggregate.
1.4. FURTHER ASSURANCES. At the Closing and from time to time thereafter, SMVUSA
shall execute such additional instruments and take such other action as UFP may
request in order to exchange and transfer clear title and ownership in the
Assets to UFP.
1.5. Resignation of present Directors and Executive Officers and Designation of
new Directors and Executive Officers. On Closing, Kevin Reem shall resign as
Chairman of the board of directors and President of UFP, Terence M. O'Keefe
shall resign as director and Treasurer and Stephen Stotesbery shall resign as
Chief Executive Officer and Secretary and designate directors and executive
officers nominated by SMVUSA to serve in their place and stead, until the next
respective annual meetings of the stockholders and Board of Directors of SMVUSA,
and until their respective successors shall be elected and qualified or until
their respective prior resignations or terminations, who shall be: Dong Chung,
President and director; Robert Norton, Chief Operation Officer(consultant);
April Yi, Secretary; Dong In. Chung, Treasurer and director
1.6. Change of Name. All parties consent to change the Company name "United Film
Partners, Inc." to "Seoul Movie USA, Inc." by amending the Articles of
Incorporation.
1.7. CLOSING. The Plan will be deemed to be closed on receipt of the signatures
of SMVUSA Stockholders holding 100% of the current outstanding shares of SMVUSA.
2.0. CLOSING.
2.1. PLACE. The Closing contemplated herein shall be held at the offices of
UNITED FILM PARTNERS, INC. 1224 N LINCOLN ST., BURBANK, CA 91506, unless another
place or time is agreed upon in writing by the parties without requiring the
meeting of the parties hereof on December 26, 2003. All proceedings to be taken
and all documents to be executed at the Closing shall be deemed to have been
taken, delivered and executed simultaneously, and no proceeding shall be deemed
taken nor documents deemed executed or delivered until all have been taken,
delivered and executed. The date of Closing may be accelerated or extended by
agreement of the parties.
2.2. EXECUTION OF DOCUMENTS. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission required by this Agreement
or any signature required thereon may be used in lieu of an original writing or
transmission or signature for any and all purposes for which the original could
be used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing or
transmission or original signature.
3.0 REPRESENTATIONS AND WARRANTIES OF UFP
UFP represents and warrants as follows:
3.1. CORPORATE ORGANIZATION AND GOOD STANDING. UFP is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Texas, and is qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business requires such
qualification.
3.2. REPORTING COMPANY STATUS. UFP has filed with the Securities and Exchange
Commission a registration statement on Form 10-SB, which became effective
pursuant to the Securities Exchange Act of 1934 and is a reporting company
pursuant to Section 12(g) thereunder. UFP is, and will be at the closing, in
compliance with all state and federal securities laws and regulations.
3.3. CAPITALIZATION. UFP authorized capital stock consists of 100,000,000 shares
of Common Stock, $.0001 par value, of which 1,387,500 shares are issued and
outstanding, and 20,000,000 shares of non-designated preferred stock of which no
shares are designated
or issued.
3.3. ISSUED STOCK. All the outstanding shares of its Common Stock are duly
authorized and validly issued and non-assessable.
3.4. STOCK RIGHTS. Except as set out by attached schedule, there are no stock
grants, options, rights, warrants or other rights to purchase or obtain UFP
Common or Preferred Stock issued or committed to be issued.
3.5. CORPORATE AUTHORITY. UFP has all requisite corporate power and authority to
own, operate and lease its properties, to carry on its business as it is now
being conducted and to execute, deliver, perform and conclude the transactions
contemplated by this agreement and all other agreements and instruments related
to this agreement.
3.6. AUTHORIZATION. Execution of this agreement has been duly authorized and
approved by UFP's board of directors.
3.8. SUBSIDIARIES. Except as set out by attached schedule, UFP has no
subsidiaries.
3.9. FINANCIAL STATEMENTS. UFP's financial statements dated December 31, 2001
and September 30, 2003 (the "UFP Financial Statements"), fairly present the
financial condition of UFP as of the date therein and the results of its
operations for the periods then ended in conformity with generally accepted
accounting principles consistently applied.
3.10. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or
reserved against in the UFP Financial Statements, UFP did not have at that date
any liabilities or obligations (secured, unsecured, contingent, or otherwise) of
a nature customarily reflected in a corporate balance sheet prepared in
accordance with generally accepted accounting principles.
3.11. NO MATERIAL CHANGES. Except as set out by attached schedule, there has
been no material adverse change in the business, properties, or financial
condition of UFP since the date of the UFP Financial Statements.
3.12. LITIGATION. Except as set out by attached schedule, there is not, to the
knowledge of UFP, any pending, threatened, or existing litigation, bankruptcy,
criminal, civil, or regulatory proceeding or investigation, threatened or
contemplated against UFP or against any of its officers.
3.13. CONTRACTS. Except as set out by attached schedule as detailed in Exhibit J
(hereinafter, respectively, the "Contracts"), which is incorporated herein by
reference;, UFP is not a party to any material contract not in the ordinary
course
of business that is to be performed in whole
or in part after the date of this agreement.
3.14. TITLE. Except as set out by attached schedule, UFP has good and marketable
title to all the real property and good and valid title to all other property
included in the UFP Financial Statements. Except as set out in the balance sheet
thereof, the properties of UFP are not subject to any mortgage, encumbrance, or
lien of any kind except minor encumbrances that do not materially interfere with
the use of the property in the conduct of the business of UFP.
3.15. TAX RETURNS. Except as set out by attached schedule, all required tax
returns for federal, state, county, municipal, local, foreign and other taxes
and assessments have been properly prepared and filed by UFP for all years for
which such returns are due unless an extension for filing any such return has
been filed. Any and all federal, state, county, municipal, local, foreign and
other taxes and assessments, including any and all interest, penalties and
additions imposed with respect to such amounts have been paid or provided for.
The provisions for federal and state taxes reflected in the UFP Financial
Statements are adequate to cover any such taxes that may be assessed against UFP
in respect of its business and its operations during the periods covered by the
UFP Financial Statements and all prior periods.
3.16. NO VIOLATION. Consummation of the Acquisition will not constitute or
result in a breach or default under any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order, judgment, decree, law,
or regulation to which any property of UFP is subject or by which UFP is bound.
4.0. REPRESENTATIONS AND WARRANTIES OF SMVUSA AND THE SMVUSA STOCKHOLDERS
SMVUSA and the SMVUSA Stockholders represent and warrant as follows:
4.1. Ownership. SMVUSA owns the Assets, free and clear of any liens or
encumbrances of any type or nature whatsoever, except the Liabilities, and
SMVUSA has full right, power and authority to convey these Assets without
qualification.
4.2. Condition of the Assets. At the time of Closing, the Assets shall be in
good and marketable condition, suitable for the uses for which they were
intended and, reasonable wear and tear excepted, shall be free of any material
defect.
4.3. CORPORATE ORGANIZATION AND GOOD STANDING. SMVUSA is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
CALIFORNIA and is qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business requires such
qualification.
4.4. CORPORATE AUTHORITY. SMVUSA has all requisite corporate power and authority
to own, operate and lease its properties, to carry on its business as it is now
being conducted and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and instruments related
to this agreement.
4.5. AUTHORIZATION. Execution of this Agreement has been duly authorized and
approved by SMVUSA's board of directors and shareholders.
4.6. SUBSIDIARIES. Except as set out by attached schedule, SMVUSA has no
subsidiaries.
4.6. FINANCIAL STATEMENTS. SMVUSA's financial statements dated as of December
15, 2003 copies of which will have been delivered by SMVUSA to UFP prior to the
Acquisition
Date (the "SMVUSA Financial Statements"), fairly present the financial
condition of SMVUSA as of the date therein and the results of its operations for
the periods then ended in conformity with generally accepted accounting
principles consistently applied.
4.7. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or
reserved a gainst in the SMVUSA Financial Statements, SMVUSA did not have at
that date any liabilities or obligations (secured, unsecured, contingent, or
otherwise) of a nature customarily reflected in a corporate balance sheet
prepared in accordance with generally accepted accounting principles.
4.8. NO MATERIAL CHANGES. Except as set out by attached schedule, there has been
no material adverse change in the business, properties, or financial condition
of SMVUSA since the date of the SMVUSA Financial Statements.
4.9. LITIGATION. Except as set out by attached schedule, there is not, to the
knowledge of SMVUSA, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil,
or regulatory proceeding or investigation, threatened or contemplated against
SMVUSA or against any of its officers.
4.10. CONTRACTS. Except as set out by attached schedule, SMVUSA is not a party
to any material contract not in the ordinary course of business that is to be
performed in whole or in part at or after the date of this agreement.
4.11. TITLE. Except as set out by attached schedule, SMVUSA has good and
marketable title to all the real property and good and valid title to all other
property included in the SMVUSA Financial Statements. Except as set out in the
balance sheet thereof, the properties of SMVUSA are not subject to any mortgage,
encumbrance, or lien of any kind except minor encumbrances that do not
materially interfere with the use of the property in the conduct of the business
of SMVUSA.
4.12. TAX RETURNS. Except as set out by attached schedule, all required tax
returns for federal, state, county, municipal, local, foreign and other taxes
and assessments have been properly prepared and filed by SMVUSA for all years
for which such returns are due unless an extension for filing any such return
has been filed. Any and all federal, state, county, municipal, local, foreign
and other taxes and assessments, including any and all interest, penalties and
additions imposed with respect to such amounts have been paid or provided for.
The provisions for federal and state taxes reflected in the SMVUSA Financial
Statements are adequate to cover any such taxes that may be assessed against
SMVUSA in respect of its business and its operations during the periods covered
by the SMVUSA Financial Statements and all prior periods
4.13. NO VIOLATION. Consummation of the Acquisition will not constitute or
result in a breach or default under any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order, judgment, decree, law,
or regulation to which any property of SMVUSA is subject or by which SMVUSA is
bound.
5.0. Conditions Precedent to Obligations of SMVUSA
All obligations of SMVUSA under this Plan are subject, at their option, to the
fulfillment, before or at the Closing, of each of the following conditions:
5.1. Representations and Warranties True at Closing. The representations and
warranties of UFP contained in this Plan shall be deemed to have been made again
at and as of the Closing and shall then be true in all material respects and
shall survive the Closing.
5.2. Due Performance. UFP shall have performed and complied with all of the
terms and conditions required by this Plan to be performed or complied with by
it before the Closing.
5.3. Officers' Certificate. SMVUSA shall have been furnished with a ertificate
signed by the President of UFP, in such capacity, attached hereto as Exhibit H
and incorporated herein by reference, dated as of the Closing, certifying (1)
that all representations and warranties of UFP contained herein are true and
correct; and (2) that since the date of the financial statements (Exhibits C),
there has been no material adverse change in the financial condition, business
or properties of UFP, taken as a whole.
5.4. Assets and Liabilities of UFP. Unless otherwise agreed, UFP shall have no
and only the liabilities described in Exhibit F, at Closing, and all costs,
expenses and fees incident to the Plan shall have been paid.
5.5. Resignation of Directors and Executive Officers and Designation of New
Directors and Executive Officers. The present directors and executive officers
of UFP shall resign with the exception of Stephen Stotesbery, who shall remain a
director, and shall have designated nominees of SMVUSA as outlined in Section
1.5 hereof as directors and executive officers of UFP to serve in their place
and stead, until the next respective annual meetings of the stockholders and
Board of Directors of UFP, and until their respective successors shall be
elected and qualified or until their respective prior resignations or
terminations.
6.0. Conditions Precedent to Obligations of UFP
All obligations of UFP under this Plan are subject, at UFP's option, to the
fulfillment, before or at the Closing, of each of the following conditions:
6.1. Representations and Warranties True at Closing. The representations and
warranties of SMVUSA contained in this Plan shall be deemed to have been made
again at and as of
the Closing and shall then be true in all material respects and shall survive
the Closing.
6.2. Due Performance. SMVUSA shall have performed and complied with all of the
terms and conditions required by this Plan to be performed or complied with by
them before the Closing.
6.3. Officers' Certificate. UFP shall have been furnished with a certificate
signed by the President of SMVUSA, in such capacity, attached hereto as Exhibit
I and incorporated herein by reference, dated as of the Closing, certifying (1)
that all representations and warranties of SMVUSA are true and correct; and (2)
that since the date of the financial statements (Exhibit E), there has been no
material adverse change in the financial condition, business or properties of
SMVUSA, taken as a whole.
6.4. Books and Records. The Board of Directors of SMVUSA shall have caused
SMVUSA to make available all books and records of SMVUSA, including minute books
and stock transfer records; provided, however, only to the extent requested in
writing by UFP at Closing.
7.0.TERMINATION
7.1. TERMINATING THE PLAN. Prior to Closing, this Plan may be terminated (1) by
mutual consent in writing;(2) by either a unanimous decision by the board of
directors of UFP or SMVUSA and the SMVUSA Stockholders if there has been a
material misrepresentation or material breach of any warranty or covenant by the
other party; or (3) by either a unanimous decision by the board of directors of
UFP or the directors of SMVUSA if the Closing shall not have taken place, unless
adjourned to a later date by mutual consent in writing, by the date fixed in
Section 2.
7.2 TERMINATION OF AGREEMENT. Prior to filing of this agreement to the
appropriate Local, State and/or Federal agencies as required by the law, the
parties shall have unilateral right to void and terminate this agreement with a
written notice delivered to the address provided by the parties in this
agreement.
8.0.ARBITRATION
8.1.SCOPE. The parties hereby agree that any and all claims (except only for
requests for injunctive or other equitable relief) whether existing now, in the
past or in the future as to which the parties or any affiliates may be adverse
parties, and whether arising out of this agreement or from any other cause, will
be resolved by arbitration before the American Arbitration Association within
the State of Texas.
8.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration Association
and the site of the arbitration (and any requests for injunctive or other
equitable relief) within the State of Texas. Any award in arbitration may be
entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards.
8.3. APPLICABLE LAW. The law applicable to the arbitration and this agreement
shall be that of the State of Texas, determined without regard to its provisions
which would otherwise apply to a question of conflict of laws.
8.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its discretion, allow the
parties to make reasonable disclosure and discovery in regard to any matters
which are the subject of the arbitration and to compel compliance with such
disclosure and discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the Federal Rules
of Civil Procedure, as they then exist, as may be modified by the arbitrator
consistent with the desire to simplify the conduct and minimize the expense of
the arbitration.
8.5. RULES OF LAW. Regardless of any practices of arbitration to the contrary,
the arbitrator will apply the rules of contract and other law of the
jurisdiction whose law applies to the arbitration so that the decision of the
arbitrator will be, as much as possible, the same as if the dispute had been
determined by a court of competent jurisdiction.
8.6. FINALITY AND FEES. Any award or decision by the American Arbitration
Association shall be final, binding and non-appealable except as to errors of
law or the failure of the arbitrator to adhere to the arbitration provisions
contained in this agreement. Each party to the arbitration shall pay its own
costs and counsel fees except as specifically provided otherwise in this
agreement.
8.7. MEASURE OF DAMAGES. In any adverse action, the parties shall reserve all
rights and damages allowed under the law.
8.8. COVENANT NOT TO SUE. The parties covenant that under no conditions will any
party or any affiliate file any action against the other (except only requests
for injunctive or other equitable relief) in any forum other than before the
American Arbitration Association, and the parties agree that any such action, if
filed, shall be dismissed upon application and shall be referred for arbitration
hereunder with costs and attorney's fees to the prevailing party.
8.9. INTENTION. It is the intention of the parties and their affiliates that
all disputes of any nature between them, whenever arising, whether in regard to
this agreement or any other matter, from whatever cause, based on whatever law,
rule or regulation, whether statutory or common law, and however characterized,
be decided by arbitration as provided herein and that no party or affiliate be
required to litigate in any other forum any disputes or other matters except for
requests for injunctive or equitable relief. This agreement shall be interpreted
in conformance with this stated intent of the parties and their affiliates.
8.10. SURVIVAL. The provisions for arbitration contained herein shall survive
the termination of this agreement for any reason.
9.0. GENERAL PROVISIONS.
9.1. FURTHER ASSURANCES. From time to time, each party will execute such
additional instruments and take such actions as may be reasonably required to
carry out the intent and purposes of this agreement.
9.2. WAIVER. Any failure on the part of either party hereto to comply with any
of its obligations, agreements, or conditions hereunder may be waived
in writing by the party to whom such compliance is owed.
9.3. BROKERS. Each party agrees to indemnify and hold harmless the other party
against any fee, loss, or expense arising out of claims by brokers or finders
employed or alleged to have been employed by the indemnifying party.
9.4. NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if delivered in person or sent by prepaid
first-class certified mail, return receipt requested, or recognized commercial
courier service, as follows:
If to SMVUSA to:
SEOUL MOVIE USA, INC.
4530 YORKFIELD CRT.
WESTLAKE VILLAGE, CA 91306
If to UFP, to:
United Film Partners, Inc.
1224 N. Lincoln St.
Burbank, CA 91506
9.5. GOVERNING LAW. This agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas.
9.6. ASSIGNMENT. This agreement shall insure to the benefit of, and be binding
upon, the parties hereto and their successors and assigns; provided, however,
that any assignment by either party of its rights under this agreement without
the written consent of the other party shall be void.
9.7. COUNTERPARTS. This agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Signatures sent by
facsimile transmission shall be deemed to be evidence of the original execution
thereof.
9.10. REVIEW OF AGREEMENT. Each party acknowledges that it has had time to
review this agreement and, as desired, consult with counsel. In the
interpretation of this agreement, no adverse presumption shall be made against
any party on the basis that it has prepared, or participated in the preparation
of, this agreement.
9.11. No Reverse Split. All stockholders of UFP, including those to receive
shares pursuant to Section 1.3 hereof, shall be protected against any reverse
split that occurs in the reorganized company for a period of two years following
Closing, and in the event of any such reverse split, such stockholders shall be
entitled to have the reorganized company issue them additional shares to
increase their respective stock holdings as though such reverse split had never
been effected.
9.12. SCHEDULES. All schedules attached hereto, if any, shall be acknowledged by
each party by signature or initials thereon.
IN WITNESS WHEREOF,the parties have executed this Agreement and Plan of
Reorganization effective the day and year first above written.
United Film Partners. Inc.
Date:___________ _______________________________
Kevin Reem, President
UFP BOARD OF DIRECTORS
Date:____________ _______________________________
Kevin Reem, Director
Date:____________ ________________________________
Stephen Stotesbery, Director
Date:____________ ________________________________
Terence M. O'Keefe, Director
Seoul Movie, USA Inc.
Date:____________ ________________________________
Dong Chung, President
SMVUSA STOCKHOLDERS
Date:____________ ________________________________
Seoul Movie Co., Ltd.
Date:____________ ________________________________
Chang Rok Jun
Date:____________ ________________________________
Dong Hoon Chung
Date:____________ ________________________________
Dong In Chung
Date:____________ ________________________________
April Yi
Date:____________ ________________________________
Doug J. Woods
Date:____________ ________________________________
Peter Kim
Date:____________ ________________________________
Yong Cha Yi
EXHIBIT A
STOCKHOLDERS OF SEOULMOVIE USA, INC.
Name and Address Number of Shares Percentage of
UFP to be received issued and outstanding
In Exchange Shares of UFP
Seoul Movie Co., Ltd 4,009,875 43%
Kangnam B/D, 25-25,
Jamwoon-Dong,Seocho-ku,
137-030,Seoul,Korea
Chang Rok Jun 2,516,000 27.2%
Kangnam B/D, 25-25,
Jamwoon-Dong,Seocho-ku,
137-030,Seoul,Korea
Dong Hoon Chung 943,500 10.2%
4530 Yorkfield Court
Westlake Village, California
91361
Dong In Chung 157,250 1.7%
14247 Riverside Drive
#103
Sherman Oaks, California
91423
April Yi 78,625 .85%
3553 Rosewood Ave
Los Angeles, California
90066
Doug J. Woods 78,625 .85%
14 rue Georges Ville
75016 Paris, France
Peter Kim 47,175 .51%
16521 Orchardflat Lane
Cerritos, California
90703
Yong Cha Yi 31,450 .34%
3553 Rosewood Ave
Los Angeles, California
90066
Justin Hoon Chang 16, 667 .16%
4 woodcrest lane #224
Alisa Viejo, California
92656
Initialed: ________ ________ _________ _________
UFP Date SMVUSA Date
EXHIBIT B
ASSETS AND LIABILITIES OF SMVUSA
The list of Assets provided by SMVUSA to UFP as of December 15, 2003:
COMPANY ASSETS
TITLE OF PROPERTY GENRE OF PROPERTY MARKET VALUE
Bank account at Cash $10,000
Union Bank of California
5855 Topanga Canyon Boulevard
Woodland Hills, California
91367
Tango and Ullashong Animation Distribution $1,300,000(estimated)
Rights for Worldwide
Minus Asia
Legend of Blue Animation Distribution $1,300,000(estimated)
Rights for Worldwide
Minus Asia
Restol Animation Distribution $1,300,000(estimated)
Rights for Worldwide
Minus Asia
My little Fox Animation Distribution $1,300,000(estimated)
Rights for Worldwide
Minus Asia
NudleNude Animation Distribution $500,000 (estimated)
Rights for Worldwide
Minus Asia
NudleNude 2 Animation Distribution $500,000 (estimated)
Rights for Worldwide
Minus Asia
Bori & Zzaku Animation Distribution $150,000 (estimated)
Rights for Worldwide
Minus Asia
JangBogo Animation Distribution $125,000 (estimated)
Rights for Worldwide
Minus Asia
Toy Warrior Animation Distribution $5,000,000(estimated)
Rights for Worldwide
Minus Asia
Wishing Star Animation Distribution $5,000,000(estimated)
Rights for Worldwide
Minus Asia
Tales of Greenery Animation Distribution $500,000(estimated)
Rights for Worldwide
Minus Asia
TOTAL VALUE OF PROPERTIES $ 16,985,000 (estimated)
============
SMVUSA CURRENTLY HAS NO LIABILITIES.
Initialed: ________ ________ _________ _________
UFP Date SMVUSA Date
EXHIBIT C
United Film Partners, Inc
f/k/a ILN Bethany Corporation
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 2001
CONTENTS
Page
----
INDEPENDENT AUDITOR'S REPORT F-2
FINANCIAL STATEMENTS
Balance Sheet F-3
Statement of Loss and Accumulated Deficit During F-4
the Development Stage
Statement of Cash Flows F-5
Statement of Stockholders' Equity F-6
NOTES TO FINANCIAL STATEMENTS F-7 to F-9
F-1
[LOGO]
Dohan and Company 7700 North Kendall Drive, 200
Certified Public Accountants Miami, Florida 33156-7578
A Professional Association Telephone (305) 274-1366
Facsimile (305) 274-1368
E-mail info@uscpa.com
Internet www.uscpa.com
Independent Auditor's Report
Stockholders and Board of Directors
United Film Partners, Inc. (A Development Stage Company)
f/k/a ILN Bethany Corporation
Burbank, California
We have audited the accompanying balance sheet of United Film Partners,
Inc. (A Development Stage Company) f/k/a ILN Bethany Corporation, as
of December 31, 2001, and the related statements of loss and accumulated deficit
during the development stage, cash flows, and stockholders' equity for the
period from inception (April 2, 2001) to December 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of United Film Partners, Inc. (A
Development Stage Company) f/k/a ILN Bethany Corporation at December 31, 2001,
and the results of its operations and its cash flows for the period from
inception (April 2, 2001) to December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company incurred a loss of $7,715 from inception
(April 2, 2001) to December 31, 2001, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 5. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
As discussed in Note 8 to the financial statements, a valuation error was
discovered that resulted in the overstatement of previously reported "Film
screenplay inventories" as of December 31, 2001. Management of the
Company has restated the financial statements. Accordingly, adjustments have
been made to "film screenplay inventories" and" additional paid-in capital."
/s/ Dohan and Company, CPA's
April 14, 2002 except as to Note 8 which is October 1, 2002 Miami, Florida
Member:
Florida Institute of Certified Public Accountants
American Institute of Certified Public Accountants
- Private Companies and SEC Practice Sections
National and world-wide associations through
AGI - Accounting Group International
[CPA Service mark]
F-2
UNITED FILM PARTNERS, INC f/k/a ILN BETHANY CORPORATION
(A Development Stage Company)
BALANCE SHEET
December 31, 2001
ASSETS
Film screenplay inventories $ 3,166
Deferred tax asset, less valuation allowance of $1,157 -
----------
TOTAL ASSETS $ 3,166
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Accounts payable $ 541
Accrued professional fees 2,000
---------
TOTAL LIABILITIES 2,541
---------
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par value, 20,000,000 shares
authorized; none outstanding -
Common Stock, $.0001 par value, 100,000,000 shares
authorized; 36,312,500 shares issued and outstanding 3,631
Additional paid-in capital 4,709
Deficit accumulated during the development stage (7,715)
----------
TOTAL STOCKHOLDERS' EQUITY 625
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,166
==========
See accompanying notes.
F-3
UNITED FILM PARTNERS, INC f/k/a ILN BETHANY CORPORATION
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE
For the period from inception (April 2, 2001) to December 31, 2001
EXPENSES
Organizational expenses $ 985
Consulting and professional fees 5,077
Other operating expenses 1,653
---------
NET LOSS BEFORE INCOME TAX (7,715)
INCOME TAXES -
---------
NET LOSS AND ACCUMULATED DEFICIT DURING THE
DEVELOPMENT STAGE (7,715)
=========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
(BASIC AND DILUTED) 22,991,788
=========
NET LOSS PER SHARE (BASIC AND DILUTED) $ (0.0003)
=========
See accompanying notes.
F-4
UNITED FILM PARTNERS, INC f/k/a ILN BETHANY CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period from inception (April 2, 2001) to December 31, 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(7,715)
Adjustments to reconcile net loss to net cash used by operating activities:
Common stock issued to charitable organization 10 Common Stock issued under
employee stock incentive plan
as compensation 121
Increase in liabilities
Accounts payable 541
Accrued professional fees 2,000
---------
NET CASH USED BY OPERATING ACTIVITES (5,043)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash 1,000
Contributed Capital 4,043
---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,043
---------
NET INCREASE IN CASH AND EQUIVALENTS FOR THE PERIOD
AND CUMULATIVE DURING THE DEVELOPMENT STAGE -
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD -
---------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ -
=========
SUPPLEMENTAL DISCLOSURES
Interest paid $ -
Income taxes paid $ -
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:
Common stock issued per plan of reorganization for
film inventories $ 3,166
=========
See accompanying notes.
F-5
UNITED FILM PARTNERS, INC f/k/a ILN BETHANY CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
December 31, 2001
Accumulated
Deficit
Common Stock Additional During the Total
----------------------- Paid-In Development Stockholder's
Description Shares Amount Capital Stage Equity
- -----------------------------------------------------------------------------------------
Common stock issued
for cash 5,000,000 $ 500 $ 500 $ - 1,000
Contributed capital - - 4,043 - 4,043
Common stock issued
for film inventories 30,000,000 3,000 166 - 3,166
Common stock issued
pursuant to stock
incentive plan 1,212,500 121 - - 121
Common stock issued 100,000 10 - - 10
to charitable
organization
Net loss and cumulative
loss during the
development stage - - - (7,715) (7,715)
- ---------------------------------------------------------------------------------------
36,312,500 $3,631 $ 4,709 $ (7,715) $ 625
=======================================================================================
See accompanying notes.
F-6
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
United Film Partners, Inc (A Development Stage Company) (the Company) was
incorporated in Texas on April 2, 2001 under the name ILN Bethany Corporation
(Bethany) to serve as a vehicle to effect a merger, exchange of capital stock,
asset acquisition or other
business combination with a domestic or foreign private business. The Company
entered into a business combination and acquired all of the assets and
liabilities of United Film Partners, Inc, a Delaware Corporation (UFP Delaware)
on July 9, 2001, pursuant to an agreement and Plan of Reorganization. The
agreement set forth that Bethany would issue 30,000,000 shares to the
shareholders of UPF Delaware. The Company's name was changed to United Film
Partners, Inc and will now engage in the motion picture business.
At December 31, 2001, the company had not yet commenced any formal business
operations. The company's fiscal year-end is December 31.
The Company's ability to commence operations is contingent upon its ability to
raise the capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Income Taxes
The Company follows Statement of Financial Accounting Standards No. 109 (FAS
109), "Accounting for Income Taxes". FAS 109 is an asset and liability approach
that requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of the difference in events that have been
recognized in the Company's
financial statements compared to the tax returns.
Advertising
Advertising costs will be expensed as incurred.
Net Loss Per Common Share
Basic net loss per common share is computed by dividing net loss applicable to
common shareholders by the weighted-average number of common shares outstanding
during the period. Diluted net loss per common share is determined using the
weighted-average number of common shares outstanding during the period,
adjusted for the dilutive effect of common stock equivalents, consisting of
shares that might be issued upon exercise of common stock options. In periods
where losses are reported, the weighted-average number of common shares
outstanding excludes common stock equivalents, because
their inclusion would be anti-dilutive.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.
F-7
Film screenplay inventories
Costs incurred in connection with the acquisition of story rights, development
of stories, treatment of screenplays, etc, are capitalized as film inventories.
The costs of each property screenplay is capitalized and is amortized in the
proportion that revenue realized relates to management's estimate of the total
revenue expected to be realized from such screenplays. Film screenplay
inventories are stated at the lower of unamortized cost or estimated net
realizable value. Selling costs and other distribution costs are charged to
expense as incurred. During the year ended December 31, 2001 there were no
revenue, selling or distribution costs.
Development Stage Company
The Company has been devoting its efforts to activities such as raising capital,
establishing sources of information, and developing markets for its planned
operations. The Company has not yet generated any revenues and, as such, it is
considered a development stage company.
Recent Pronouncements
In July 2001, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 141 (SFAS 141), "Business Combinations" and Financial
Accounting Standards No. 142 (SFAS 142), "Goodwill and Other Intangible Assets."
SFAS 141 requires that all business combinations be accounted for using the
purchase method only and that certain acquired intangible assets in a business
combination be recognized as assets apart from goodwill.
SFAS 142 requires that ratable amortization of goodwill be replaced with
periodic test of the goodwill impairment and that intangible assets other than
goodwill and other indefinite lived intangible assets, be amortized over their
useful lives. SFAS 141 is effective for all business combinations initiated
after June 30, 2001, and for
all business combinations accounted for by the purchase method for which the
date of acquisition is after June 30, 2001. The provisions
of SFAS 142 will be effective for fiscal years beginning after
December 15, 2001. The impact of SFAS 141 was applied to the business
combination of July 9, 2001, and has been accounted for as a purchase.
The impact of SFAS 142 on the financial statements has not yet been
determined.
Fair Value of Financial Instruments
Accounts payable and accrued professional fees are carried at amounts which
reasonably approximate their fair value due to the short-term nature of these
amounts or due to variable rates of interest which are consistent with current
market rates.
NOTE 2. RELATED PARTY TRANSACTIONS
In July 2001, 30,000,000 shares were issued to the stockholders of UFP Delaware
pursuant to Plan of Reorganization in exchange for the assets of UFP Delaware,
which consisted of several screenplays.
NOTE 3. BUSINESS COMBINATION
On July, 2001, the Company completed a business combination pursuant to a Plan
of Reorganization with UFP Delaware by exchanging 30,000,000 shares of its
common stock for all of the assets of UFP Delaware, which consisted of ten
screenplays. In accordance with SFAS 141, the exchange of 30,000,000 shares of
the Company's common stock for the screenplays created a business combination
with the owners of the screenplays becoming major shareholders of the Company.
SFAS 141 requires that the value recorded for the screenplays is best
represented by a transfer at the screenplay owners' historical cost of $3,166
(See note 8).
NOTE 4. INCOME TAXES
At December 31, 2001, the Company had a net operating loss of approximately
$7,700. This loss may be used to offset federal income taxes in future periods.
However, if subsequently there are ownership changes in the Company, as defined
in Section 382 of the Internal Revenue Code, the Company's ability to utilize
net operating losses available before the ownership change may be restricted to
a percentage of the market value of the Company at the time of the ownership
change. Therefore, substantial net operating loss carry forwards could, in all
likelihood, be limited or eliminated in future years due to a change in
ownership as defined in the Code. The utilization of the remaining carry
forwards is dependent on the Company's ability to generate sufficient taxable
income during the carry forward periods and no further significant changes in
ownership.
The Company computes deferred income taxes under the provisions of FASB
Statement No. 109 (SFAS 109), which requires the use of an asset and liability
method of accounting for income taxes. SFAS No. 109 provides for the recognition
and measurement of deferred income tax benefits based on the likelihood of their
realization in future years. A valuation allowance must be established to reduce
deferred income tax
benefits if it is more likely than not that, a portion of the deferred income
tax benefits will not be realized. It is Management's opinion that the entire
deferred tax benefit of $1,157 resulting from the net operating loss may not be
recognized in future periods. Therefore, a valuation allowance equal to the
deferred tax benefit of $1,157 has been established, resulting in no deferred
tax benefits as of the balance sheet date.
NOTE 5. GOING CONCERN AND MANAGEMENT'S PLANS
As shown in the accompanying financial statements, the Company incurred a net
loss of $7,715 for the period from inception (April 2, 2001) to December 31,
2001. The ability of the Company to continue as a going concern is dependent
upon its ability to obtain financing and achieve profitable operations. The
Company anticipates meeting its cash requirements through the financial support
of its shareholders and raising of capital. The financial statements do not
include any adjustments that might be necessary should the Company be unable to
continue as a going concern.
F-8
NOTE 6. STOCKHOLDERS' EQUITY
Common stock issued
In July 2001, the Company issued 5,000,000 shares of common stock for a total of
$1,000. A stock subscription receivable was recorded in connection with this
transaction. In July 2001, a shareholder of the Company provided consulting
services, which were estimated at $1,000 and repaid the stock subscription
receivable.
Shares Issued pursuant to Plan of Reorganization
The Company entered into a business combination with UPF Delaware pursuant to an
agreement and Plan of Reorganization. Pursuant to this agreement the Company
acquired ten screenplays and in exchange for the issuance of 30,000,000 shares
of the Company's common stock.
Contributed Capital
During the period from inception (April 2, 2001) to December 31, 2001, a
shareholder of the Company contributed $4,043 to pay for various Company
expenses.
Preferred Stock
The Board of Directors is authorized to establish the rights and preferences of
preferred stock. To date, the Board of Directors has not established those
rights and preferences.
NOTE 7. STOCK INCENTIVE PLAN
During the period ended December 31, 2001, the Company adopted a Stock Incentive
Plan and issued 1,212,500 pursuant to this Plan. The Plan is aimed at attracting
and retaining key employees, non-employee directors and consultants to achieve
long-term corporate objectives. These shares were recorded at a par value of
$0.0001 and incentive compensation of $121 is included in consulting and
professional fees.
In October 2001, The Company issued 100,000 shares to the Boys & Girls Club of
Anaheim as a charitable contribution.
NOTE 8. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The financial statements have been restated because film screenplay inventories
were previously overstated in error. The amount has been decreased from $890,000
to $3,166, which represents the screenplay owners' historical cost. Additional
paid-in capital also decreased accordingly from $891,543 to $4,709.
UNITED FILM PARTNERS, INC f/k/a ILN BETHANY CORPORATION
(A Development Stage Company)
BALANCE SHEET (UNAUDITED)
June 30, 2003
ASSETS
Cash.and cash equivalents $196
Film screenplay inventories 3,166
Deferred tax asset less valuation allowance of $1,606 -
-----------
TOTAL ASSETS $ 3362
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 530
Accrued professional fees 4000
-----------
TOTAL LIABILITIES $ 4530
-----------
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par value, 20,000,000 shares
authorized; none outstanding -
Common Stock, $.0001 par value, 100,000,000 shares
authorized; 36,312,500 shares issued and outstanding 3,631
Additional paid-in capital 13,442
Deficit accumulated during the development stage (18,241)
-----------
TOTAL STOCKHOLDERS' EQUITY $ (1168)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3362
===========
See accompanying notes.
F-3
UNITED FILM PARTNERS, INC f/k/a ILN BETHANY CORPORATION
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE (UNAUDITED)
For the three Cumulative
months ended since
September 30, 2003 inception
EXPENSES
Organizational expenses $ - $ 985
Consulting and professional 500 12,769
Other operating 164 4,487
--------- -------- ----------
NET LOSS BEFORE
INCOME TAXES (BENEFITS) (664) (18,241)
INCOME TAXES (BENEFITS) - -
--------- --------- ----------
NET LOSS AND ACCUMULATED
DEFICIT DURING THE
DEVELOPMENT STAGE $ (664) $(18,241)
========== ========= ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
(BASIC AND DILUTED) --,---,--- --,---,---
========== ========= ==========
NET LOSS PER SHARE $ (0.0003) $ (0.0003)
(BASIC AND DILUTED)
========== ========= ==========
See accompanying notes.
UNITED FILM PARTNERS, INC f/k/a ILN BETHANY CORPORATION
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE (UNAUDITED)
For the three For the Nine Cumulative
months ended months ended since
Sept. 30 Sept. 30 inception
------------------------------------------------------
2003 2002 2003 2002 2003
-------- --------- ---------- --------- -----------
EXPENSES
Organizational $ - $ - $ - $ - $ 985
expenses
Consulting and $ 500 $ 500 $ 1500 $ 1580 12,769
Professional fees
Other operating $ 164 $ 240 $ 1128 1411 $ 4,487
expenses
---------- --------- --------- -------- ----------
NET LOSS BEFORE $ (664) $(740) $ (1,964) $(2,991) (18,241)
INCOME TAXES (BENEFITS)
INCOME TAXES (BENEFITS) - - - - -
---------- --------- --------- --------- ----------
NET LOSS AND ACCUMULATED
DEFICIT DURING THE
DEVELOPMENT STAGE $ (664) $(740) $ (1964) $ (2,991) $(18,241)
========== ========= ========== ========= ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
(BASIC AND DILUTED) xx,xxx,xxx 36,312,500 xx,xxx,xxx36,312,500 xx,xxx,xxx
========== ========= ========== ========= ==========
NET LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
(BASIC AND DILUTED)
========== ========= ========== ========= ==========
See accompanying notes.
UNITED FILM PARTNERS, INC f/k/a ILN BETHANY CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Cumulative
months ended since
Sept. 30 inception
-------------------------------------------
2003 2002 2003
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1128) $(2,991) $(17,241)
Adjustments to reconcile net loss to net
cash used by operating activities
Common stock issued to charitable organization - - 10
Stock issued under employee stock
incentive plan as compensation (41) 121
Increase in accounts payable - (334)
(Decrease) increase in accrued
professional fees 1500 (1500) 5000
--------- --------- ---------
NET CASH USED BY OPERATING ACTIVITES (2,628) (4,532) (12,444)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash - - 1,000
Contributed Capital 2,628 4,532 11,444
--------- -------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,628 4,532 12,444
--------- -------- ---------
NET INCREASE IN CASH AND EQUIVALENTS FOR THE PERIOD
AND CUMULATIVE DURING THE DEVELOPMENT STAGE - - -
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD - - -
--------- -------- ---------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ - $ - $ 196
========= ======== =========
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:
Common stock issued per plan of reorganization
for film screenplay inventories - - $ 3,362
========= ======== =========
See accompanying notes to consolidated financial statements.
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (UNAUDITED)
General
The accompanying unaudited financial statements of United Film Partners,
Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with
the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair presentation have
been reflected in these consolidated financial statements. Operating
results for the six months ended Sept. 30, 2002 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 2002. Certain reclassifications have been made in the 2001
financial statements to conform to the 2002 presentation. For further
information, refer to the financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001.
Business Activity
United Film Partners, Inc (A Development Stage Company) (the Company) was
incorporated in Texas on April 2, 2001 under the name ILN Bethany
Corporation (Bethany) to serve as a vehicle to effect a merger, exchange
of capital stock, asset acquisition or other business combination with a
domestic or foreign private business. The Company entered into a business
combination and acquired all of the assets and liabilities of United Film
Partners, Inc, a Delaware Corporation (UFP Delaware) on July 9, 2001,
pursuant to an agreement and Plan of Reorganization. The agreement set
forth that Bethany would issue 30,000,000 shares to the shareholders of
UPF Delaware. The Company's name was changed to United Film Partners, Inc
and will now engage in the motion picture business.
As of Sept. 30, 2002, the company had not commenced any formal business
operations. The company's fiscal year-end is December 31.
The Company's ability to continue and fully commence operations is
contingent upon its ability to raise the capital it will require through
the issuance of equity securities, debt securities, bank borrowings or a
combination thereof.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
Income Taxes
The Company follows Statement of Financial Accounting Standards No. 109
(FAS 109), "Accounting for Income Taxes". FAS 109 is an asset and
liability approach that requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of the difference
in events that have been recognized in the Company's financial statements
compared to the tax returns.
Advertising
Advertising costs will be expensed as incurred.
Net Loss Per Common Share
Basic net loss per common share is computed by dividing net loss
applicable to common shareholders by the weighted-average number of common
shares outstanding during the period. Diluted net loss per common share is
determined using the weighted-average number of common shares outstanding
during the period, adjusted for the dilutive effect of common stock
equivalents, consisting of shares that might be issued upon exercise of
common stock options. In periods where losses are reported, the
weighted-average number of common shares outstanding excludes common stock
equivalents, because their inclusion would be anti-dilutive.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
Film Screenplay Inventories
Costs incurred in connection with the acquisition of story rights,
development of stories, treatment of screenplays, etc, are capitalized as
film inventories. The costs of each property screenplay is capitalized and
is amortized in the proportion that revenue realized relates to
management's estimate of the total revenue expected to be realized from
such screenplays. Film inventories are stated at the lower of unamortized
cost or estimated net realizable value. Selling costs and other
distribution costs are charged to expense as incurred. During the period
ended Sept. 30, 2002, there were no revenue, selling or distribution
costs.
Development Stage Company
The Company has been devoting its efforts to activities such as raising
capital, establishing sources of information, and developing markets for
its planned operations. The Company has not yet generated any revenues
and, as such, it is considered a development stage company.
Recent Pronouncements
In July 2001, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 141 (SFAS 141), "Business Combinations" and
Financial Accounting Standards No. 142 (SFAS 142), "Goodwill and Other
Intangible Assets." SFAS 141 requires that all business combinations be
accounted for using the purchase method only and that certain acquired
intangible assets in a business combination be recognized as assets apart
from goodwill.
SFAS 142 requires that ratable amortization of goodwill be replaced with
periodic test of the goodwill impairment and that intangible assets other
than goodwill and other indefinite lived intangible assets, be amortized
over their useful lives. SFAS 141 is effective for all business
combinations initiated after Sept. 30, 2001 and for all business
combinations accounted for by the purchase method for which the date of
acquisition is after Sept. 30, 2001. The provisions of SFAS 142 will be
effective for fiscal years beginning after December 15, 2001. The impact
of SFAS 141 was applied to the business combination of July 9, 2001 and
has been accounted for as a purchase. The impact of SFAS 142 on the
financial statements has not yet been determined.
Fair Value of Financial Instruments
Accounts payable and accrued professional fees are carried at amounts
which reasonably approximate their fair value due to the short-term nature
of these amounts or due to variable rates of interest which are consistent
with current market rates.
NOTE 2. RELATED PARTY TRANSACTIONS
In July 2001, 30,000,000 shares were issued to the stockholders of UFP
Delaware pursuant to Plan of Reorganization in exchange for the assets of
UFP Delaware, which consisted of several screenplays.
NOTE 3. BUSINESS COMBINATION
On July, 2001, the Company completed a business combination pursuant to a
Plan of Reorganization with UFP Delaware by exchanging 30,000,000 shares
of its common stock for all of the assets of UFP Delaware, which consisted
of ten screenplays. In accordance with SFAS 141, the exchange of
30,000,000 shares of the Company's common stock for the screenplays
created a business combination with the owners of the screenplays becoming
major shareholders of the Company. SFAS 141 requires that the value
recorded for the screenplays is best represented by a transfer at the
screenplay owners' historical cost of $3,166.
NOTE 4. INCOME TAXES
At Sept. 30, 2002, the Company had a net operating loss of approximately
$10,000. This loss may be used to offset federal income taxes in future
periods. However, if subsequently there are ownership changes in the
Company, as defined in Section 382 of the Internal Revenue Code, the
Company's ability to utilize net operating losses available before the
ownership change may be restricted to a percentage of the market value of
the Company at the time of the ownership change. Therefore, substantial
net operating loss carry forwards could, in all likelihood, be limited or
eliminated in future years due to a change in ownership as defined in the
Code. The utilization of the remaining carry forwards is dependent on the
Company's ability to generate sufficient taxable income during the carry
forward periods and no further significant changes in ownership.
The Company computes deferred income taxes under the provisions of FASB
Statement No. 109 (SFAS 109), which requires the use of an asset and
liability method of accounting for income taxes. SFAS No. 109 provides for
the recognition and measurement of deferred income tax benefits based on
the likelihood of their realization in future years. A valuation allowance
must be established to reduce deferred income tax benefits if it is more
likely than not that, a portion of the deferred income tax benefits will
not be realized.
NOTE 5. GOING CONCERN AND MANAGEMENT'S PLANS
As shown in the accompanying financial statements, the Company incurred a
net loss of $10,706 for the period from inception (April 2, 2001) to Sept.
30, 2002. The ability of the Company to continue as a going concern is
dependent upon its ability to obtain financing and achieve profitable
operations. The Company anticipates meeting its cash requirements through
the financial support of its shareholders and raising of capital. The
financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.
NOTE 6. STOCKHOLDERS' EQUITY
Shares issued for services
In July 2001, the Company issued 5,000,000 shares of common stock for a
total of $1,000. A stock subscription receivable was recorded in
connection with this transaction. In July 2001, a shareholder of the
Company provided consulting services, which were estimated at $1,000 and
paid-off the stock subscription receivable.
Shares Issued pursuant to Plan of Reorganization
The Company entered into a business combination with UPF Delaware pursuant
to an agreement and Plan of Reorganization. Pursuant to this agreement the
Company issued 30,000,000 shares to the shareholders of UFP Delaware for
its total assets valued at $890,000.
Contributed Capital
During the period from inception (April 2, 2001) to Sept. 30, 2002, a
shareholder(s) of the Company contributed $13,442 to pay for the Company's
various expenses.
Preferred Stock
The Board of Directors is authorized to establish the rights and
preferences of preferred stock. To date, the Board of Directors has not
established those rights and preferences.
NOTE 7. STOCK INCENTIVE PLAN
During the period ended December 31, 2001, the Company adopted a Stock
Incentive Plan and issued 1,212,500 pursuant to this Plan. The Plan is
aimed at attracting and retaining key employees, non-employee directors
and consultants to achieve long-term corporate objectives. These shares
were recorded at a par value of $0.0001 and incentive compensation of $121
is included in consulting and professional fees.
In October 2001, The Company issued 100,000 shares to the Boys & Girls
Club of Anaheim as a charitable contribution.
NOTE 8. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The financial statements have been restated because film screenplay
inventories were previously overstated in error. The amount has been
decreased from $890,000 to $3,166, which represents the screenplay owners'
historical cost. Additional paid-in capital also decreased accordingly
from $892,673 to $5,839.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
In connection with, and because we desire to take advantage of, the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, we
caution readers regarding certain forward looking statements in the previous
discussion and elsewhere in this report and in any other statement made by, or
on behalf of our Company, whether or not in future filings with the Securities
and Exchange Commission. Forward looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results or other developments. Forward looking statements are
necessarily based upon estimates and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our Company's control and many of which, with respect
to future business decisions, are subject to change. These uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward looking statements made by, or on
behalf of, our Company. We disclaim any obligation to update forward looking
statements.
GENERAL
Certain statements in this Management's Discussion and Analysis (the "MD&A") are
not historical facts or information and certain other statements in the MD&A are
forward looking statements that involve risks and uncertainties, including,
without limitation, our ability to develop, package and sell motion picture and
television programs, and to attract new corporate productions clients, and such
competitive and other business risks as from time to time may be detailed in our
Securities and Exchange Commission reports.
INTRODUCTION
To date, our business activities consisted of raising capital, establishing
sources of information, and developing markets for our planned operations.
Ourfuture limited operations consisting of the packaging and Executive
Production of "Sea of Demons," a cable series to be produced in partnership with
Kronos Entertainment and Scott Cassell, a world class marine expert and
professional diver who formerly worked as a Oceanography research diver for the
Scripps Institution ,has been suspended
due to an inability to raise the necessary funding required for project .As a
result no revenue was generated from this agreement.
Our agreements with Pure Entertainment and Argyll Film Partners to secure Prints
and Advertising funding for the feature film "To End All Wars," starring ROBERT
CARLYLE and KIEFER SUTHERLAND, has been suspended due to an inability to raise
the necessary funding required for project .As a result no revenue was generated
from this agreement.
RESULTS OF OPERATIONS
REVENUE
We had no revenue for the three-month and six-month periods ended Sept. 30,
2003, the same as for the comparable periods in the previous fiscal year. The
lack of revenue for the three-month period ended Sept. 30, 2002, as compared to
the corresponding period in the previous fiscal year, is primarily due to the
fact that we had not yet commenced any formal business activities. The lack of
revenue for the six-month period ended Sept. 30, 2003, as compared to the
corresponding period in the previous fiscal year, is also primarily due to the
fact that we had not yet commenced any formal business activities.
As a result, we had a net loss of $664 for the quarter ended Sept. 30, 2003,
compared to net loss of $740for the quarter ended Sept, 2002.
LIQUIDITY AND CAPITAL RESOURCES
We have funded our development and limited working capital requirements for our
activities primarily through paid-in capital from one or more of our
shareholders. We have generally been able to cover the costs of our operations
in this manner, and have incurred no significant capital expenditure
commitments.
We do not expect that our available capital base and cash generated from our
future limited operations will be sufficient to meet our cash requirements for
the foreseeable future. Our ability to continue and fully commence operations is
contingent upon our ability to raise capital through expanded business
operations or the issuance of equity securities, debt securities, bank
borrowings or a combination thereof.
We have no outstanding bank borrowings or other borrowed indebtedness.
RISK FACTORS
LIMITED OPERATING HISTORY
We have only a limited operating history upon which an evaluation of our Company
and our prospects can be based. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development, particularly companies in new and rapidly evolving
markets. To address these risks, we must, among other things, respond to
competitive developments. There can be no assurance that our Company will be
successful in addressing such risks.
FUTURE CAPITAL REQUIREMENTS
We presently have extremely limited operating capital. We will require
substantial additional funding in order to realize our goals of commencing
nationwide marketing of our products and services. Depending upon the growth of
our business operations, and the acceptance of our products and services, we
will need to raise substantial additional funds through equity or debt
financing, which may be very difficult for such a speculative enterprise. There
can be no assurance that such additional funding will be made available to us,
or if made available, that the terms thereof will be satisfactory to our
Company. Furthermore, any equity funding will cause a substantial decrease in
the proportional ownership interests of existing stockholders.
LIMITED MARKET FOR COMMON STOCK
Limited Market for Shares. Any market price that may develop for shares of
common stock of the Company is likely to be very volatile, and factors such as
success or lack thereof in developing and marketing the Company's products and
services, competition, governmental regulation and fluctuations in operating
results may all have a significant effect. In addition, the stock markets
generally have experienced, and continue to experience, extreme price and volume
fluctuations which have affected the market price of many small capital
companies and which have often been unrelated to the operating performance of
these companies. These broad market fluctuations, as well as general economic
and political conditions, may adversely affect the market price of the Company's
common stock in any market that may develop.
FUTURE SALES OF COMMON STOCK
There is presently no market for the shares of our common stock. See the Risk
Factor "Limited Market for Common Stock; Limited Market for Shares," above.
Future sales of securities pursuant to Rule 144 of the Securities and Exchange
Commission may have an adverse impact on any market which may develop in our
securities. Presently, Rule 144 requires a one year holding period prior to
public sale of "restricted securities" in accordance with this Rule; the
Directors could each sell (i) an amount equal to 1% of the total outstanding
securities of the Issuer in any three month period or (ii) the average weekly
reported volume of trading in such securities on all national securities and
exchanges or reported through the automated quotation system of a registered
securities association during the four calendar weeks preceding the filing of
notice under Rule 144 (this computation is not available to OTC Bulletin Board
companies).
DEPENDENCE ON KEY PERSONEL
Our performance is substantially dependent on the performance of our executive
officers and key employees. Given our early stage of development, we are
dependent on our ability to retain and motivate high quality personnel,
especially its current management. We do not have a "key person" life insurance
policy on any of our employees. The loss of the services of any of our executive
officers or other key employees could have a material adverse effect on the
business, operating results or financial condition of our Company.
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
The Bylaws of our Company provide for indemnification to the fullest extent
allowed under the Texas Business Corporations Act. Generally, under this Act, a
corporation has the power to indemnify any person who is made a party to any
civil, criminal, administrative or investigative proceeding, other than action
by or any right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorney's fees, judgements, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct committed
was unlawful. It is the position of the Securities and Exchange Commission that
indemnification against liabilities for violations of the federal securities
laws, rules and regulations is against public policy.
Initialed: ________ ________ _________ _________
UFP Date SMVUSA Date
EXHIBIT D
(none)
Initialed: ________ ________ _________ _________
UFP Date SMVUSA Date
EXHIBIT E
SeoulMovie USA, Inc.
From Inception (November 20, 2003) to December 15, 2003
BALANCE SHEET
UNAUDITED
Initialed: ________ ________ _________ _________
UFP Date SMVUSA Date
EXHIBIT F
LIABILITIES OF UFP
The list of Liabilities provided by UFP to SMVUSA as of December 15, 2003:
COMPANY LIABILITES:
COMPANY SERVICE OUSTANDING BALANCE
DOHAN AND CO. CPA'S CERTIFIED SEC $582.00 AS 12/9/2003
7700 N. KENDAL DR. STE. 200 ACCOUNTANT
MIAMI, FL. 33156
ADVANTA BANK CORP. COMPANY CREDIT $3,828.00 AS OF 12/1/03
POBOX 8088 CARD
PHILADELPHIA, PA 19101-8088
Initialed: ________ ________ _________ _________
UFP Date SMVUSA Date
EXHIBIT G
ACKNOWLEDGEMENT AND APPROVAL OF TERMS AND CONDITIONS
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, UFP, and the stockholders of UFP, I
acknowledge that I have approved this exchange; that I
am aware of all of the terms and conditions of the Plan; that I have
received and personally reviewed a copy of the Plan and any and all
material documents regarding the Company. I represent and
warrant that I have sufficient knowledge and experience to understand
the nature of the exchange and am fully capable of bearing the economic
risk of the loss of my entire cost basis.
I further understand that immediately prior to the completion of the
Plan, UFP had no assets and only the liabilities described in Exhibit F, the UFP
Liabilities, and that in actuality, the completion of the Plan and the exchange
of my shares of SMVUSA for shares of UFP results in a decrease in the actual
percentage of ownership that my shares of SMVUSA represented in SMVUSA prior to
the completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, options or warrants, and that I have been encouraged to
review the information and ask any questions I may have concerning the
information of any director or officer of the Company or of accounting firms for
the Company. I understand that the accountant for the Company is Dohan and
Company, 7700 North Kendall Drive, #204, Miami, FL, 33156-7564, Telephone (305)
274-1366. I further understand that, upon the completion of the Plan, no
accountant, attorney, employee or consultant will have any claim of any kind
against the Company for any event or occurrence on or prior to the completion of
the Plan.
I also understand that I must bear the economic risk of ownership of
any of the UFP shares for a long period of time, the minimum of which will be
one (1) year, as these shares are "unregistered" shares and may not be sold
unless any subsequent offer or sale is registered with the United States
Securities and Exchange Commission or otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein and
those in the personal questionnaire (if applicable) I provided to UFP for use
by UFP as they are made to induce you to issue me the shares of UFP under the
Plan, and I further represent (of my personal knowledge or by virtue of my
reliance on one or more personal representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for investment
purposes and not with a view Toward further distribution;
2. That I have a full and complete understanding of the phrase "for investment
purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered" shares and know that they are
not freely tradeable at this time That any stock certificate
issued by you to me in connection with
the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can
be made in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company shall reflect that I
have requested the Company not to effect any transfer of any stock certificate
representing any of the shares being acquired unless I shall first have obtained
an opinion of legal counsel to the effect that the shares may be sold in
accordance with applicable laws, rules and regulations, and I understand that
any opinion must be from legal counsel satisfactory to the Company and,
regardless of any opinion, I understand that the exemption covered by any
opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign, hypothecate or make
any other disposition of any interest in the shares, options or warrants being
acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged for shares of
the Company are "risk capital," and I am fully capable of bearing the economic
risks attendant to this investment, without qualification; and
8. I also understand that without approval of counsel for
UFP, all shares of UFP to be issued and delivered to me in exchange for my
shares of SMVUSA shall be represented by one certificate only and which such
certificate shall be imprinted with the following legend or a reasonable
facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants of stock represented by this
certificate have not been registered under the Securities Act
of 1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration provisions
of such Act has been made or unless availability of an
exemption from such registration provisions has been
established, or unless sold pursuant to Rule 144 under the
Act.
Any request for more than one stock certificate must be accompanied by
a letter signed by the requesting stockholder setting forth all relevant facts r
elating to the request. UFP will attempt to accommodate any stockholders'
request where UFP views the request is made for valid business or personal
reasons so long as in the sole discretion of UFP, the granting of the request
will not facilitate a "public" distribution of unregistered shares of UFP.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
-----------------------------------------------------
(Name(s) and Number of Shares)
--------------------------------------------------------
(Address)
--------------------------------------------------------
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is desired,
put the initials JTRS after your names.
SEOULMOVIE USA, Inc.
Date:____________ ________________________________
Seoul Movie Co., Ltd.
Date:____________ ________________________________
Chang Rok Jun, JTRS
Date:____________ ________________________________
Dong Hoon Chung, JTRS
Date:____________ ________________________________
Dong In Chung
Date:____________ ________________________________
April Yi
Date:____________ ________________________________
Doug J. Woods, JTRS
Date:____________ ________________________________
Peter Kim
Date:____________ ________________________________
Yong Cha Yi, JTRS
Initialed: ________ ________ _________ _________
UFP Date SMVUSA Date
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of UFP Corporation, a Texas corporation
("UFP"), represents and warrants the following as required by the
Agreement and Plan of Reorganization (the "Plan") between UFP; United
Film Partners, Inc., a Texas
corporation ("UFP"); and the SMVUSA Stockholders, to-wit:
1. That the undersigned, KEVIN REEM, is the President of UFP and has been
authorized and empowered by its Board of Directors to execute and
deliver this Certificate to SMVUSA and the SMVUSA Stockholders;
2. Based upon the personal knowledge, information and belief of the
undersigned and opinions of counsel for UFP regarding the Plan:
(i) All representations and warranties of UFP contained within the Plan are
true and correct;
(ii) UFP has complied with all terms and provisions required of it pursuant
to the Plan; and
(iii) There have been no material adverse changes in the financial position
of UFP as set forth in its financial statements for the period ending
September 30, 2003, except as set forth in Exhibit D to the Plan.
UFP CORPORATION
By:________________________
KEVIN REEM, President
Initialed: ________ ________ _________ _________
UFP Date SMVUSA Date
EXHIBIT I
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Seou Movie USA, Inc., a California
Corporation ("SMVUSA"), represents and warrants the following as required by
the Agreement and Plan of Reorganization (the "Plan") between SMVUSA; the
SMVUSA Stockholders;\ United Film
Partners,Inc, a Texas Corporation ("UFP") to-wit:
1. That the undersigned, DONG CHUNG, is the President of SMVUSA and has
been authorized and empowered by its Board of Directors to execute and
deliver this Certificate to UFP;
2. Based upon the personal knowledge, information and belief of the
undersigned and opinions of counsel for SMVUSA regarding the Plan:
(i) All representations and warranties of SMVUSA contained within the Plan
are true and correct;
(ii) SMVUSA has complied with all terms and provisions required of it
pursuant to the Plan; and
(iii) There have been no material adverse changes in the financial position
of SMVUSA as set forth in its financial statements for the period
ending December 15, 2003, except as set forth in Exhibit F to the Plan.
SEOULMOVIE USA, INC.
By:________________________
DONG CHUNG, President
Initialed: ________ ________ _________ _________
UFP Date SMVUSA Date
EXHIBIT J
CONSULTATION AGREEMENTS
CONSULTATION AGREEMENT
THIS AGREEMENT is made by and between United Film Partners, Inc. (client)
temporarily located at:
1224 N. Lincoln St.
Burbank, CA. 91506
Phone # 949-271-9198/ 818-841-1095 fax.
and
STEPHEN STOTESBERY, (consultant) an independent contractor, located at:
819 ALBANY AVE.
VENTURA, CA 93004
310-994-4408
In consideration of the mutual covenants and promises contained in this
Agreement as set forth below, the Client and the Consultant agree as follows:
Section 1. Description of Work. The services provided by the Consultant
shall be provided on an on going basis. The Client shall have sole discretion to
determine the need for continuing these services. The Client shall have sole
discretion to establish the minimum qualifications necessary for the performance
of any service rendered by the Consultant under this Agreement.
The Consultant will perform consulting and advisory services as may be
requested by the Client and as outlined in the by-laws of the Client, including
but not limited to:
Director
Section 2. Term of Employment. This Agreement will become
effective on December 31, 2003, and will continue until December 31, 2004.
Section 3. Compensation. The Client shall compensate the
Consultant as follows:
1) $5000.00 per regular board meeting with a minimum of 2 per year totaling
$10,000.00.
2) $3000.00 per special meeting of the board of directors with no minimum
requirements.
In addition, the Client shall compensate the Consultant for actual expenses
incurred by the Consultant directly related to the performance of services under
this Agreement. Any and all expenses over five hundred dollars ($500.00) each
month must be approved by one of following United Film Partners, Inc. President:
Dong Chung or its' designated officer.
Payment under this section by the Client shall be paid monthly from the
date of receipt by the Client of the Consultant's invoice. The Consultant's
invoice for expenses
shall be supported by appropriate receipts.
Section 4. Place of Work. The Consultant's services will be rendered
largely at the consultant's own place of business. The Consultant will, on
request, meet with the Client, at such other places as designated by the Client.
Section 5. Status of the Consultant. This Agreement calls for the
performance of the services of the Consultant as an independent contractor and
the Consultant will not be considered an employee of the Client for any purpose
whatsoever.
Section 6. Time Devoted to Work. The Consultant will have complete control
over the manner and disposition of the services provided and the time spent in
the performance of the services. The Client will rely upon the experience and
discretion of the Consultant to devote sufficient time and energy necessary to
fulfill the spirit and purpose of this Agreement.
Section 7. Consultant's Employees. In the event employees of the Client
also perform services for the Client under this Agreement, they shall also be
bound by the provisions of this Agreement. The Consultant shall, at the request
of the Client, furnish to the Client satisfactory evidence to that effect and
that such employees are in fact employees of the Consultant only and that all
taxes required to be withheld or paid on behalf of such employees have been paid
or provided for by the Consultant.
Section 8. Confidentiality. The Consultant agrees that
a.) all knowledge and information that the Consultant may receive from the
Client in b.) any manner whatsoever relating to inventions, products, processes,
machinery, apparatus, prices, customer lists, discounts, costs, business
affairs, future plans, or technical data that belong to the Client and b.) All
information provided by the Consultant to the Client in reports, together with
any other information acquired as a direct result of the Agreement, shall for
all time and for all purposes be regarded by the Consultant as strictly
confidential and held by the Consultant in confidence and solely for the
Client's benefit and use. Such knowledge and information shall not be used by
the Consultant nor disclosed by the Consultant to any party whatsoever except to
the Client or with the Client's prior written permission.
Section 9. Consultant Representations. The Consultant represents and
warrants that the Consultant and the Consultant's employees have the duty to
perform the services required under this Agreement without violation of any
obligations to others, and that the Consultant and its employees have the duty
to disclose to the Client all information transmitted to the Consultant in the
performance of services under this Agreement. The Consultant agrees that any
information submitted to the Client, whether patentable or not, may be utilized
fully and freely by the Client.
Section 10. Injuries to the Consultant. The Consultant waives any rights to
recover from the Client for any injuries that the Consultant or Consultant's
employees may sustain while performing services under this Agreement if such
injuries are a result of the Consultant's own negligence.
Section 11. Indemnification. The Consultant shall be responsible for, and
shall reimburse the Client for, all loss or damage to the Client's property,
property of third parties, or personal injury caused by the acts or omissions of
the Consultant, its agents, or employees during the term of this Agreement.
Section 12. Termination of Agreement. Either party may terminate this
Agreement at any time by giving thirty (30) days written notice to the other
party. Further, this Agreement shall terminate upon the occurrence of any of the
following events:
a. Completion of all work called for under this Agreement.
2. Bankruptcy or insolvency of either party. 3. Sale of the business of either
party 4. Death of either party (if the party is an individual). 5. Breach of a
substantial nature of any provision of this
agreement.
Upon termination of this Agreement, the Consultant shall return to the
Client all written information, drawings, models, and other materials or files
supplied to the Consultant or created by the Consultant at the expense of the
Client
Section 13. Effect of Partial Invalidity. The invalidity of any portion of
this Agreement shall not affect the validity of any other provision. In the
event that any provision of this Agreement is held to be invalid, the parties
agree that the remaining provisions shall remain in full force and effect.
Section 14. Entire Agreement. This Agreement contains the complete Agreement
between the parties and shall supersede all other agreements, either oral or
written, between the parties. The parties stipulate that neither of them has
made any representations except as are specifically set forth in this Agreement
and each of the parties acknowledges that they have relied on their own
judgement in entering into this Agreement.
Section 15. Assignment. Neither party to this Agreement may assign their
rights under this Agreement unless the other party so consents to the assignment
in writing.
Section 16. Notices. All notices, requests, demands, and other
communications shall be in writing and shall be given by registered or certified
mail, postage prepaid, to the addresses shown on the first page of this
Agreement, or to such subsequent addresses as the parties shall so designate in
writing.
Section 17. Arbitration. Any controversy or claim arising out of this
Agreement, or the breach of this Agreement shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the Arbitrator may be
entered in any court having jurisdiction.
Section 18. Attorney's Fees. If any action at law or in equity, including
an action for declaratory relief, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party will be entitled to
reasonable attorney's fees as determined by the court in the same action.
Section 19. Amendment. Any modification, amendment or change of this
Agreement will be effective only if it is in a writing signed by both parties.
Section 20. Governing Law. This Agreement, and all transactions
contemplated by this Agreement, shall be governed by, construed, and enforced in
accordance with the laws of the State of California and Texas.
Section 21. Headings. The titles to the paragraphs of this Agreement are
solely for the convenience of the parties and shall not affect in any way the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on this December
31, 2003.
CONSULTANT: CLIENT:
- ---------- ------
STEPHEN STOTESBERY UNITED FILM PARTNERS, INC
By: By:
(Signature) (Signature) DONG CHUNG: PRESIDENT
Initialed: ________ ________ _________ _________
UFP Date SMVUSA Date
Exhibit 2.2
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION is entered into as of
this 14th day ofJanuary, 2004, by and between United Film Partners, Inc., a
Texas corporation (hereinafter referred to as "UFP") and Seoul Movie USA, Inc.,
a California corporation (hereinafter referred to as "SMVUSA") (hereinafter
collectively referred to as the "Parties").WHEREAS, on December 31, 2003, the
Parties entered into an Agreement and Plan of Reorganization whereby SMVUSA is
to transfer assets to UFP's in exchange for 7,862,500 shares of UFP's
unregistered and restricted stock (hereinafter referred
to as the "Agreement"); and
WHEREAS, the Parties wish to amend the Agreement And Plan Of Reorganization;
NOW, THEREFORE, the Parties agree that they have a binding agreement and all the
terms of that agreement are in full force and effect except for the amended
changes as follows:
1. Notwithstanding anything to the contrary, the effective date for the
Acquisition and Exchange Assets is amended from December 31, 2003 to February
15, 2004 as referred to in paragraph 1.1.
2. As a result of this Amendment, paragraph 7.2 of the Agreement And Plan Of
Reorganization is now null and void and the Parties agree that it is no longer
in effect, however 7.1 will remain in full force and in effect;
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed the
date first written above.
SEOUL MOVIE USA, INC. UNITED FILM PARTNERS, INC.
By:___________________ By:_____________________
Dong Chung, President Kevin Reem, President