UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from____to____
Commission file number: 00-32681
United Film Partners, Inc.
(Formerly ILN Bethany Corporation)
(Exact name of registrant as specified in its charter)
TEXAS 76-0676164
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1224 N. Lincoln St., Burbank, CA 91506
(Address of principal executive offices (zip code))
949-271-9198
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the last 12 months (or for such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes No X
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding at June 30, 2001
Common Stock, par value $0.0001 5,000,000
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED FILM PARTNERS, INC.
(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED)
BALANCE SHEET
June 30, 2001
ASSETS
Deferred tax asset, less valuation allowance of $186 $ -
TOTAL ASSETS $ -
=========
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES $ -
---------
TOTAL LIABILITIES -
---------
COMMITMENTS AND CONTINGENCIES (NOTE 4)
STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value, 20,000,000 shares
authorized; none outstanding $ -
Common Stock, $.0001 par value, 100,000,000 shares
authorized; 5,000,000 shares issued and outstanding 500
Additional paid-in capital 1,738
Stock subscription receivable (1,000)
Deficit accumulated during the development stage (1,238)
---------
TOTAL STOCKHOLDER'S EQUITY -
---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ -
=========
See accompanying notes.
UNITED FILM PARTNERS, INC.
(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE
For the period from inception (April 2, 2001) to June 30, 2001
EXPENSES
Organizational expenses $ 300
Professional fees 938
---------
NET LOSS BEFORE INCOME TAX $(1,238)
INCOME TAXES -
---------
NET LOSS AND ACCUMULATED DEFICIT DURING THE
DEVELOPMENT STAGE $(1,238)
=========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
(BASIC AND DILUTED) 5,000,000
=========
NET LOSS PER SHARE (BASIC AND DILUTED) $ (0.00)
=========
See accompanying notes.
UNITED FILM PARTNERS, INC.
(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED)
STATEMENT OF CASH FLOWS
For the period from inception (April 2, 2001) to June 30,2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,238)
---------
NET CASH USED BY OPERATING ACTIVITES (1,238)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital Contributed 1,238
---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,238
---------
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 FINANCING ACTIVITIES
Common stock issued for stock subscriptions receivable $ 1,000
---------
See accompanying notes.
UNITED FILM PARTNERS, INC.
(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED)
STATEMENT OF STOCKHOLDER'S EQUITY
Accumulated
Deficit
Common Stock Additional Stock During the Total
-------------------- Paid-In Subscription Development Stockholder's
Description Shares Amount Capital Receivable Stage Equity
- -----------------------------------------------------------------------------------------------
Common stock issued
for cash 5,000,000 $ 500 $ 500 $(1,000) -
Contributed capital - - 1,238 - - 1,238
Net loss and cumulative
loss during the
development stage - - - (1,238) (1,238)
- -----------------------------------------------------------------------------------------------
BALANCE,
June 30, 2001 5,000,000 $ 500 $ 1,738 $(1,000) $(1,238) $ -
===============================================================================================
See accompanying notes.
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS ACTIVITY
United Film Partners, Inc. (formerly ILN Bethany Corporation)
(A Development Stage Company)(the Company) was incorporated
in Texas on April 2, 2001, 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. At June 30, 2001, the Company had not yet commenced
any formal business operations. The Company's fiscal year end
is December 31.
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.
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.
NOTE 2. RELATED PARTY TRANSACTIONS
The Company issued 5,000,000 shares of common stock to ILN
Industries, LLC, in April 2001. These shares were issued for
a total value of $1,000.
ILN Industries, LLC, contributed capital in the amount of
$1,238, per a signed agreement dated April 2, 2001. The
agreement calls for ILN Industries, LLC to provide the
following services, without reimbursement from the Company,
until the Company enters into a business combination as
described in Note 1:
a. Location and review of potential target companies
b. Payment of all corporate, organizational, and other
costs incurred by the Company.
NOTE 3. INCOME TAXES
At June 30, 2001, the Company had a net operating loss of
approximately $1,238. This loss may be used 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
carryforwards 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
carryforwards is dependent on the Company's ability to
generate sufficient taxable income during the carryforward
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 $186 resulting from the net operating
loss may not be recognized in future periods. Therefore, a
valuation allowance equal to the deferred tax benefit of
$186 has been established, resulting in no deferred tax
benefits as of the balance sheet date.
NOTE 4. GOING CONCERN AND MANAGEMENT'S PLANS
As shown in the accompanying financial statements, the
Company incurred a net loss of $1,238 for the period from
inception (April 2, 2001) to June 30, 2001. The ability of
the Company to continue as a going concern is dependent upon its
ability to obtain financing and achieve profitable operations.
NOTE 5. STOCKHOLDER'S EQUITY
SALE OF SHARES
In April 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.
CAPITAL CONTRIBUTED
In April 2001, ILN Industries, LLC contributed $1,238 to pay for
the Company's organizational expenses and audit fees.
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 6. SUBSEQUENT EVENTS
As of July 9th 2001, The Board of Directors of ILN Bethany
Corporation, a Texas Corporation, approved the acquisition of
United Film Partners, Inc., a Delaware Corporation. The Plan
Of Reorganization (The Plan) is incorporated by reference in the
8-K filed on 7/24/01.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the
Company is unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
-- Certificate of Incorporation filed as an
exhibit to the Company's registration statement on
Form 10-SB filed on May 8, 2001 and is incorporated
herein by reference.
-- By-Laws filed as an exhibit to the Company's
registration statement on Form 10-SB filed on May 8,
2001 which is incorporated herein by reference.
-- Agreement with ILN Industries, LLC filed
as an exhibit to the Company's registration statement
on Form 10-SB filed on May 8, 2001 which is
incorporated herein by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the
Company during the quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
UNITED FILM PARTNERS, INC.
By: /S/ Kevin Reem
President
Dated: August 13, 2001