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
September 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.
(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 X No
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 September 30, 2001
Common Stock, par value $0.0001 35,650,000
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED FILM PARTNERS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2001
(UNAUDITED)
UNITED FILM PARTNERS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
Page
----
FINANCIAL STATEMENTS
Balance Sheets F-2
Statement of Operations During F-3
the Development Stage
Statement of Cash Flows F-4
Statement of Stockholder's Equity F-5
NOTES TO FINANCIAL STATEMENTS F-6 to F-8
United Film Partners, Inc.
A Development Stage Company
Balance Sheets as of September 30, 2001
(Unaudited)
ASSETS
Cash $ 0
Accounts receivable 0
Inventory 890,000
Other (deferred tax asset, less
valuation allowance of $185) 0
TOTAL ASSETS $890,000
========
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Accounts payable 0
Other 0
TOTAL LIABILITIES 0
--------
<caption>
STOCKHOLDERS' EQUITY
Preferred stock ($.0001 par value; 20,000,000
shares authorized; none outstanding) 0
Common stock ($.0001 par value; 120,000,000
shares authorized; 35,650,000 outstanding) 3,565
Additional paid in capital 889,924
Stock subscription receivable 0
Accumulated deficit (3,489)
--------
Net stockholders' equity 890,000
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $890,000
========
United Film Partners, Inc.
A Development Stage Company
Pro Forma Balance Sheets as of December 31, 2001
(Unaudited)
ASSETS
Cash $1,751,000
Accounts receivable 0
Inventory 890,000
Other (deferred tax asset, less valuation
allowance of $185) 0
TOTAL ASSETS $2,641,000
=========
<caption>
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable 0
Other 0
TOTAL LIABILITIES 0
---------
<caption>
STOCKHOLDERS' EQUITY
Preferred stock ($.0001 par value; 20,000,000
shares authorized; none outstanding) 0
Common stock ($.0001 par value; 120,000,000
shares authorized; 41,487,500 outstanding) 2,003,649
Additional paid in capital 889,840
Stock subscription receivable 0
Accumulated deficit (252,489)
----------
Net stockholders' equity 2,641,000
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,641,000
==========
F-2
United Film Partners, Inc.
A Development Stage Company
Statement Of Operations
(Unaudited)
Actuals through Actuals through Pro Forma thru
July 9, 2001 September 30, 2001 December 31, 2001
Project Sales $0 $0 $0
Executive 0 0 0
Producer Fees
Financing Revenue 0 0 0
Profit Participation 0 0 0
Revenue
Total Revenues 0 0 0
Cost Of Sales 0 0 0
Gross Margin 0 0 0
Advertising / 0 0 0
Initial Public
Offering
Bank Fees 0 0 250
Equipment / Supplies 0 585 12,000
Office Rent 0 0 12,000
Telephone & 0 60 3,250
Utilities
Postage / Messenger 0 101 1,375
Miscellaneous 300 560 875
Travel 0 0 875
Printing 0 100 625
General Accounting 0 0 3,000
Audit Fees 0 600 1,500
Payroll 0 0 111,500
Transfer Agent 0 180 0
Contigency 0 0 6,750
Story Rights 0 0 70,000
Legal Fees 0 0 10,000
Professional Fees 938 0 0
Casting Fees 0 0 10,000
Script Breakdown 0 0 1,500
/Budgeting
Promotions 0 0 3,500
Pay or Play Fees 0 0 0
Total operating 1,238 2,186 249,000
expenses
Operating income(1,238) (2,186) (249,000)
Depreciation 0 0 0
Interest income 0 0 0
Net income ($1,238) ($2,186) ($249,000)
Earnings per share ($0) ($0) ($0)
Weighted average 5,000,000 20,325,000 36,068,750
shares outstanding
F-3
United Film Partners, Inc.
A Development Stage Company
Statement of Cash Flows
(Unaudited)
ITD through ITD through Pro forma ITD through
July 9, 2001 September 30, 2001 December 31, 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($1,238) ($3,489) ($252,489)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES
Amortization and 0 0 0
Depreciation
CHANGES IN OPERATING ASSETS AND LIABILITIES
Accounts receivable 0 0 0
Accounts payable 0 0 0
Inventory 0 0 0
Other 0 0 0
Net cash used in (1,238) (3,489) (252,489)
operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Other 0 0 0
Net cash used in 0 0 0
operating activities
<caption>
CASH FLOWS FROM FINANCING ACTIVITIES
Contirubted capital** 1,738 (76) (76)
Proceeds from stock 500 3565 2,003,565
issuance
Stock subscription (1,000) 0 0
receivable
Net cash provided by 1,238 3,489 2,003,489
financing activities
Net increase in cash 0 0 1,751,000
and cash equivalents
Cash and cash 0 0 0
equivalents -
beginning of period
Cash and cash $ 0 $ 0 $1,751,000
equivalents -
end of period
** as of July 9th
F-4
United Film Partners, Inc
A Development Stage Company
Statement Of Stockholder's Equity
(Unaudited)
Common Preferred Additional Stock Accumulated Total
Description Shares Amount Shares Amount Paid In Subscription Deficit Stock
Capital Receivable Retained holder's
Earnings Equity
- --------------------------------------------------------------------------------------------------------------
Stock issued 5,000,000 $500 0 $0 $500 ($1,000) $0 $0
for cash
Contributed 0 0 0 0 1,238 0 0 1,238
capital
Net loss and 0 0 0 0 0 0 (1,238) (1,238)
cumulative
loss during
development
stage
- --------------------------------------------------------------------------------------------------------------
Balance, 5,000,000 500 0 0 1,738 (1,000) (1,238) 0
July 9,
2001
==============================================================================================================
Stock issued 30,650,000 3,065 0 0 0 1,000 0 4,065
for cash
Contributed 0 0 0 0 888,186 0 0 888,186
capital
Net income and 0 0 0 0 0 0 (2,251) (2,251)
cumulative
earnings
- --------------------------------------------------------------------------------------------------------------
Balance, 35,650,000 3,565 0 0 889,924 0 (3,489) 890,000
September
30, 2001
==============================================================================================================
Stock issued 837,500 2,000,000 0 0 0 0 0 2,000,000
for cash
Contributed 0 0 0 0 0 0 0 0
capital
Net income 0 0 0 0 0 0 (249,000) (249,000)
and
cumulative
earnings
- --------------------------------------------------------------------------------------------------------------
Balance, 41,487,500 2,003,649 0 0 889,840 0 (252,489) 2,641,000
December
31, 2001
==============================================================================================================
F-5
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS ACTIVITY
United Film Partners, Inc. (A Development Stage Company)(the
Company) was acquired by ILN Bethany Corporation on July 9th,
2001, to continue the operations of United Film Partners, Inc.
as a public entity.
The Company's current plan is to concentrate its business
development efforts on opportunities available in the film
production business, including made for TV series and feature
films. The development of two motion picture projects and 1
cable t.v. series will receive the bulk of the company's
management time and financial resources, if and when the
financial resources become available.
The Company's major marketing strategy is based on selling
"within budget" fully "Packaged" productions to the marketplace
at highly competitive prices. This includes video and cable
distribution outlets
in addition both the domestic and foreign markets. The growing
availability for viewers in countries outside the USA to
receive USA cable network productions from HBO, Show Time and
others, has increased demand for the type of programming that
The Company is planning to "Package".
The Company will establish sales outlets, through strategic
alliances, through out its market place. A strong company
representative network, coupled with well-chosen, competently
packaged projects will provide a basis for success. Under its
marketing plan the company is also developing relationships
with writers and independent producers to assure that the
Company has a constant flow of projects under review. Included
in this stream of projects are feature length films, made for
TV films "MOW's", mini series for TV, TV feature series, Cable
T.V. Series. While each has a different market place, they all,
as in any business, want the most for the least cost. The
company has as one of its missions, the cost efficient
packaging of its projects. Cost efficiency will become a
hallmark of UFP and will be the source of the company's
internal growth.
To date The Company's current business activities have
consisted primarily of developing a business plan, assembling a
management team, and pursuing packaging opportunities and
financing. As of September 30th, 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.
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.
F-6
NOTE 2. RELATED PARTY TRANSACTIONS
The Company Canceled and reissued 5,000,000 shares of common
stock to ILN Industries, LLC, which is 100% owned by the
President and sole director of the Company in July 2001. These
shares were issued pursuant to the Plan of Reorganization (The
Plan) consummated on July 9th, 2001, incorporated by reference
in the 8k filed 7/24/01
The Company issued 30,000,000 shares of common stock to the
shareholders of United Film Partners, Inc. a Delaware
corporation in July 2001. These shares were issued pursuant to
the Plan of Reorganization (The Plan) consummated on July 9th,
2001, incorporated by reference in the 8k filed 7/24/01
The Company issued 400,000 shares of common stock pursuant to
the 2001 stock incentive plan approved by the board on July 10th
2001 to the Executive management team, incorporated by reference
in the 8k/a filed 11/12/01
Executive Shares issued
Kevin Reem, CEO 100,000 shares
Stephen Stotesbery, Secretary 100,000 shares
Terence M. O'Keefe, Treasurer 100,000 shares
R. Michael Mendieta, CFO 100,000 shares
The Company issued 250,000 shares of common stock pursuant to
the 2001 stock incentive plan approved by the board on July
10th 2001 which vested on October 1st to Henry L. Jan a member
of the corporate development team, incorporated by reference
in the 8k/a filed 11/12/01
NOTE 3. INCOME TAXES
On September 30, 2001, the Company had a net operating loss of
approximately $3,489. 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 4. GOING CONCERN AND MANAGEMENT'S PLANS
As shown in the accompanying financial statements, the
Company incurred a net loss of $3,489 for the period from
inception (April 2, 2001) to September 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.
The Company anticipates meeting its cash requirements through
the financial support of its shareholders until such time as
it finds operating 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-7
NOTE 5. STOCKHOLDER'S EQUITY
SALE OF SHARES
In July 2001, the Company issued 35,000,000 shares of common
stock pursuant to the Plan of Reorganization (The Plan)
consummated on July 9th, incorporated by reference
in the 8k filed 7/24/01
In July the Company issued 400,000 shares of common stock
pursuant to the 2001 stock incentive plan approved by the board
on July 10th 2001 to the Executive management team,
incorporated by reference in the 8k/a filed 11/12/01
In September the Company issued 250,000 shares of common
stock pursuant to the 2001 stock incentive plan approved by the
board on July 10th 2001 which vested on October 1st to Henry L.
Jan a member of the corporate development team, incorporated by
reference in the 8k/a filed 11/12/01
CAPITAL CONTRIBUTED
In quarter ending September 30th 2001, the shareholders of the
Company contributed $2,186 to pay for the Company's
organizational and operating expenses and review 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.
F-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATIONS
The Company's current plan is to concentrate its business development
efforts on opportunities available in the film production business,
including made for TV series and feature films. The development of
two motion picture projects and 1 cable t.v. series will receive
the bulk of the company's management time and financial resources, if
and when the financial resources become available.
The Company is in the process of establishing itself as packager of
filmed entertainment products. The Company intends to cover an untapped
market based upon the knowledge that the sums of money currently spent
by the major studios far exceed the actual costs required to develop
and package motion pictures and TV shows. Due to existing overhead
and volume, a major studio may spend as much as two million dollars
($2,000,000.00) and two years time developing a concept to the point
of beginning production on that particular project. The Company is
positioned to exploit that market as the foundation of the company's
future.
The Company's major marketing strategy is based on selling "within budget"
fully "Packaged" productions to the marketplace at highly competitive
prices. This includes video and cable distribution outlets in addition
both the domestic and foreign markets. The growing availability for
viewers in countries outside the USA to receive USA cable network
productions from HBO, Show Time and others, has increased demand for
the type of programming that The Company is planning to "Package".
The Company will establish sales outlets, through strategic alliances,
through out its market place. A strong company representative network,
coupled with well-chosen, competently packaged projects will provide a
basis for success. Under its marketing plan the company is also
developing relationships with writers and independent producers to assure
that the Company has a constant flow of projects under review. Included in
this stream of projects are feature length films, made for TV films
"MOW's", mini series for TV, TV feature series, Cable T.V. Series. While
each has a different market place, they all, as in any business, want the
most for the least cost. The company has as one of its missions, the cost
efficient packaging of its projects. Cost efficiency will become a
hallmark of UFP and will be the source of the company's internal growth.
To date The Company's current business activities have consisted primarily
of developing a business plan, assembling a management team, and pursuing
packaging opportunities and financing.
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not
the only ones facing United Film Partners. Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial may also impair our business operations. The actual occurrence
of the following risks could adversely affect our business. In such case,
the trading price of our common stock could decline, and you may lose all
or part of your investment.
This prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially
from those anticipated in the forward-looking statements as a result
of certain factors, including the risks described below and elsewhere
in this prospectus.
LIMITED OPERATING HISTORY
The Company has only a limited operating history upon which an
evaluation of the Company and its prospects can be based. Its 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, it must, among other things, respond to competitive
developments. There can be no assurance that the Company will be
successful in addressing such risks.
We expect to incur future losses. We expect to sustained operating
losses of ($3489.00) in the quarter ended September 31, 2001,
($249,000.00) in the year ended December 31, 2001 and ($411,950.00) in
the year ended December 31, 2002. We don't expect to incur significant
additional operating losses beyond those previously disclosed, however,
as we continue to develop, package and market our projects additional
future losses are possible.
If we are unable to obtain financing, we will be unable to operate
efficiently. Our development and packaging requires substantial
amounts of capital.
The loss of the services of any of the following individuals, or of
other key personnel, could adversely affect our business. We are
dependent on the efforts and abilities of Kevin Reem, Stephen
Stotesbery and Terence M. O'Keffe, our founders and principal
executive officers, and Michael Mendieta, CFO of United Film Partner,
Inc. We have entered into consultant agreements, effective as of
July 10th, 2001, with such individuals. None of such consultant
agreements contains non-competition provisions.
The loss of the services of any of the above individuals, or of other
key personnel, could adversely affect our business. We have no
"key-man" life insurance coverage for any of our principal executives
and won't for the forseeable future.
Each of the industries in which we compete is highly competitive and
most of the companies with which we compete have greater financial
and other resources than us. With respect to our packaging activities,
we compete on the basis of relationships and pricing for access to a
limited supply of facilities and talented creative.
NASD'S OTC ELECTRONIC BULLETIN BOARD
United Film Partners securities are subject to the regulations
applicable to penny stocks and as a result the market liquidity for
its securities is severely affected, limiting the ability of broker
dealers to sell the securities and the ability of purchasers of the
securities offered hereby to sell their securities in the secondary
market.
This prospectus contains forward looking statements and their
associated risks. This prospectus contains certain forward-looking
statements, including among others:
(1) anticipated trends in our financial condition and results of
operations; and
(2) our business strategy for developing and packaging our projects.
These forward-looking statements are based largely on our current
expectations and are subject to a number of risks and uncertainties.
Actual results could differ materially from these forward-looking
statements. In addition to the other risks described elsewhere in
this "Risk Factors" discussion, important factors to consider in
evaluating such forward-looking statements include:
(1) changes in external competitive market factors or in United
Film Partners. Inc. internal budgeting process which might
impact trends in our results of operations;
(2) unanticipated working capital or other cash requirements;
(3) changes in our business strategy or an inability to execute our
strategy due to unanticipated change in the industries in which we
operate; and
(4) various competitive factors that may prevent us from competing
successfully in the marketplace.
In light of these risks and uncertainties, many of which are described
in greater detail elsewhere in this "Risk Factors" discussion, we cannot
be certain that the events predicted in forward-looking statements
contained in this prospectus will in fact occur.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT:
With the exception of historical information, the matters discussed
in this report are "forward looking statements" as the term is defined
in Section 27A of the Securities Act of 1933, as amended
(the "Securities Act") and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). While we believe that
our strategic plan is on target, several important factors, many of
which are beyond our control, have been identified which could cause
the successful implementation of our business plan to differ
materially from planned, implied or predicted results. We are a
development stage company, our profitability will depend upon the
successful implementation of our business plan or a merger or
acquisition by a more established company in the industry. Although
management believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurances
that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the
expectations are discussed in this Report, including, without limitation,
in conjunction with those forward-looking statements contained in this
Report.
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
On July 10th. 2001, the Board of Directors of the Company
approved the formation of a special committee (the Committee) to
implement, oversee and manage the United Film Partners, Inc.
2001 Stock Incentive Plan( the Plan) and Stock Grant Agreements.
The following persons were nominated by the Board of Directors
of the company as the Directors of the Committee, to serve until
the next annual meeting of the Board and until their successors
are elected and qualify, or until their earlier resignation or
termination: Kevin Reem, Terence M. O'Keefe, and Stephen
Stotesbery. incorporated by reference in the 8k/a filed 11/12/01
as exhibit 3.4.
On July 10th. 2001, the Board of Directors of the
Company also approved the execution and the filing of SEC form
S-8 in order to register all shares of common stock granted under
the 2001 Stock Incentive Plan incorporated by reference
in the 8k/a filed 11/12/01 as exhibit 3.4.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Plan of re-organization with United Film Partners, Inc.,
a Delaware corporation, filed as an exhibit to the
Company's Form 8k filed on 7/24, 2001 which is
incorporated herein by reference.
Certificate of Amendment of Incorporation filed as an
exhibit to the Company's Form 8k filed on 7/24, 2001 and
is incorporated herein by reference
Minutes of the special Meeting of the Board of Directors
On July 9th, 2001 of ILN Bethany Corporaion. a Texas
corporation filed as an exhibit to the Company's Form
8k filed on 7/24, 2001 which is incorporated herein by
reference.
Minutes of the special Meeting of the Board of Directors
On July 9th, 2001 of United Film Partners, Inc. a Delaware
corporation filed as an exhibit to the Company's Form
8k filed on 7/24, 2001 which is incorporated herein by
reference.
Minutes of the special Meeting of the Board of Directors
On July 10th, 2001 of United Film Partners, Inc. a Texas
corporation filed as an exhibit to the Company's Form
8k/a filed on 11/12, 2001 which is incorporated herein by
reference.
(b) Reports on Form 8-K
Not Applicable
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: November 19, 2001