SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Information Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
-------------
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
------------
[X] Definitive Information Statement
[ ] Soliciting Material Pursuant to Section 240.14a-12
- - -----------------------------------------------------------
UNITED FILM PARTNERS, INC
1224 N. Lincoln St., Burbank, Ca 91506
949-271-9198
- - -----------------------------------------------------------
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
TABLE OF CONTENTS
PAGE
NOTICE OF ANNUAL MEETING 1
INFORMATION CONCERNING VOTING 2
PROPOSALS 2
ITEM 1 - ELECTION OF DIRECTORS 3
NOMINEES FOR THE BOARD OF DIRECTORS 3
ITEM 2 - APPROVAL OF THE APPOINTMENT OF DOHAN & COMPANY,
CPA's AS INDEPENDENT AUDITORS 6
SECURITY OWNERSHIP OF MANAGEMENT 7
EXECUTIVE COMPENSATION 8
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT OF 1934 8
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS 8
ANNUAL REPORT 9
ANNUAL MEETING ADVANCE NOTICE REQUIREMENTS 9
OTHER MATTERS 10
SIGNATURES 11
1
UNITED FILM PARTNERS, INC
1224 N. Lincoln St., Burbank, CA 91506
949-271-9198
Proxy Statement
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
We Are Not Asking You for a Proxy and You are Requested Not To
Send Us a Proxy
------------------------------------------------------------
To Be Held MAY 21, 2002
The Annual Meeting of the Shareholders of United Film
Partners, Inc (the "Company") will be held on May 21 , 2002 at
2:00 p.m., local time, at the Office of the Company at 1224 N.
Lincoln St., Burbank, CA 91506 for the following purposes:
A. To elect directors to serve for the ensuing year
and until their successors are elected;
B. To ratify the selection of Dohan & Company,
CPA'S as independent auditors for its fiscal year ending December
31, 2002; and
C. To transact such other business as may properly
come before the meeting or any adjournment or postponement
thereof.
The Board of Directors has fixed the close of business
on March 31, 2002 as the record date for determining shareholders
entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof. Only shareholders of record of the Company's
Common Stock at the close of business March 31, 2002 are entitled
to notice of and to vote at the Annual Meeting and any adjournment
thereof.
This notice of annual meeting, proxy statement and our
2002 Annual Report to Stockholders are being distributed on or
about May 1, 2002.
The number of shares of Common Stock outstanding and
entitled to vote at the Annual Shareholders' Meeting is
36,312,500. The Company is not asking for a Proxy from any
shareholder.
The enclosed Notice of Meeting provides you with
detailed information about the meeting. In addition, you may
obtain information about United Film Partners, Inc from
documents filed by the Company with the Securities Exchange
Commission, copies of which are available by contacting United
Film Partners, Inc. We encourage you to read this entire
document carefully.
By Order of the Board of Directors:
Kevin Reem
------------------
Chairman, May 1, 2002
2
UNITED FILM PARTNERS, INC
1224 N LINCOLN ST.
BURBANK, CA 91506
-------------------
NOTICE OF ANNUAL MEETING
----------------------
We Are Not Asking You for a Proxy and You are Requested Not
To Send Us a Proxy
-------------------------------------------------------------
MAY 1, 2002
INFORMATION CONCERNING VOTING
-----------------
General
The Company is not soliciting proxies; the Board has
a sufficient number of votes committed to the election of the
slate of directors and the confirmation of the independent
auditors. Therefore, it is not necessary that the Board
solicit proxies from shareholders.
Voting Rights
The holders of record of Common Stock at the close of
business on March 31, 2002 will be entitled to notice and to
vote at the Annual Meeting. At the close of business on March 31,
2002 the Company had outstanding and entitled to vote
36,312,500 shares of Common Stock.
Stockholder Proposals
To be considered for presentation at United Film
Partners, Inc 2003 Annual Meeting of Stockholders and included
in our proxy statement, a stockholder proposal must be received
at United Film Partners, Inc's offices no later than December
26, 2002. Such proposals must comply with the Company's bylaws
and the requirements of Regulation 14A (including Rule 14a-8) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
To curtail controversy as to the date on which a proposal was
received by the Company, we suggest that proponents submit their
proposals by certified mail, return receipt requested.
In addition, pursuant to Rule 14a-4 of the Exchange Act,
the Company may exercise discretionary voting authority at the
2003 Annual Meeting under proxies it solicits to vote on a proposal
made by a stockholder that the stockholder does not seek to
include in the Company's proxy statement pursuant to Rule 14a-8,
unless the Company is notified about the proposal no later than
March 11, 2003 (assuming that the Company's 2003 Annual Meeting
of Stockholders is held on a date that is within 30 days from the
date on which the 2002 Annual Meeting was held), and the
stockholder satisfies the other requirements of Rule 14a-4(c).
Dissenters' Right of Appraisal
Directors are elected by plurality vote and therefore,
abstentions and broker non-votes (as hereinafter defined),
will have no effect on the outcome of this vote. Adoption
of proposals 2 will require the affirmative vote of a
majority of the outstanding shares of common stock.
Abstentions and broker non-votes will be counted as present
for the purpose of determining the presence of a quorum.
For the purpose of determining the vote required for approval
of Proposal 2, shares held by stockholders who abstain from
voting will be treated as being "present" and "entitled to vote"
on the matter and, thus, an abstention has the same legal effect
3
as a vote against the matter. However, in the case of a broker
non-vote or where a stockholder withholds authority from his
Proxy to vote the Proxy as to Proposal 2, such shares will not
be treated as "present" and "entitled to vote" on the matter
and, thus, a broker non-vote or the withholding of a Proxy's
authority will have no effect on the outcome of the vote on the
matter. A "broker non-vote" refers to shares of Common Stock
represented at the Meeting in person or by proxy by a broker
or nominee where such broker or nominee (i) has not received
voting instructions on a particular matter from the beneficial
owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on such matter.
PROPOSAL 1
ELECTION OF DIRECTORS
There are three nominees for the three Board positions
that will be authorized pursuant to the Company's Bylaws as of
the date of the Annual Meeting. Each director to be elected will
hold office until the next annual meeting of stockholders and
until a successor is elected and has qualified, or until such
director's earlier death, resignation or removal. Each nominee
listed below is currently a director of the Company. The
candidates receiving the highest number of affirmative votes of
the shares entitled to be voted will be elected directors of the
Company. Each person nominated for election has agreed to serve if
elected and management has no reason to believe that any nominee
will be unable to serve.
The current Board of Directors recommends each named
nominee below:
KEVIN REEM. (to be elected as Chairman); and
STEPHEN STOTESBERY; and
TERENCE M. O'KEEFE.
Kevin Reem -
President / Chief Executive Officer:
Kevin Reem has been President /CEO and Chairman of the Board of
the Company since it's reorganization in July of 2001. Reem is
a multiple award winning film and video producer with more than
twenty years of experience in the entertainment industry. His
many skills encompass producing, directing, production management,
postproduction supervising, AVID digital editing, and script
writing. As founder and creator of Magic Window Productions (MWP),
he developed marketing programs, television programs, promotional
trailers, theme park films and commercials. After running MWP
for six years, Reem utilized his talents to success fully create
and manage a production division, for the company Soundelux /
Hollywood Edge, which generated a $1,000,000+/per year profit for
the two years Reem was with the company. This was the first time
any division of the company was able to reach that milestone and
is a marker that the company has been unable to duplicate since
Reem's departure.
4
Reem enjoyed 12 years with the Walt Disney Company during which
held management and creative positions in three major divisions,
The Disney Channel (TDC), Walt Disney Home Video International
(WDHVI) and Walt Disney Imagnineering (WDI). While at TDC he
wrote and produced 45 television promos and trailers and several
specials. As a producer, for WDHVI, Reem produced and directed
several hundred promos and trailers on behalf of the company.
As a corporate manager, he was also responsible for running the
production division, conceptualizing, writing, supervising and
producing product such as "Villains," "Disney Premier Cinema,"
Earth Star Voyager," and 26 hours of Disney Channel programming
tailor made and distributed on cassette tapes for the
international market. WDI gave Reem the opportunity to work as
a producer, director and designer on the majority of the multi-
formatted films currently playing at EPCOT center and Tokyo
Disneyland. These projects were extremely sophisticated with a
total cost in excess of $300,000,000.
Stephen "Drew" Stotesbery -
Executive VP & Secretary:
Stephen Stotesbery has been Executive Vice President, Secretary
and Director since the Company's reorganization in July of 2001.
Stotesbery is an active producer, production manager and
coordinator with 11 years experience in the entertainment industry.
He has been a SAG signatory producer since 1996 and a member of
the International Alliance of Theatrical and Stage Employees
since 1992. In 1995 Stotesbery collaborated with Vanguard
Productions and Terence M. O'Keefe (below) to produce "The Bad
Pack"; an action packed feature starring Robert Davi, Ralph Mueller
and Roddy Piper. Since 1996 he has been a freelance budgeting and
scheduling consultant, creating budgets and schedules for over 30
features with budgets ranging from $300,000 to $32,000,000. In
early 1997, Stotesbery and Reem met and packaged an animated
feature entitled "Penguinmania" for Lee Taylor of Taylor
Productions and in 1998 he formerly partnered with Reem as a
freelance packaging consultant for various projects Reem was
working on. During the last half of 2000 Stotesbery again
collaborated with O'Keefe on the feature film "Route 666" starring
Lou Diamond Phillips and Lori Petty for Lions Gate Films and in
the first half of 2001 he went on to coordinate the ground
breaking feature film "Getting Hal" for MovieStar Inc and
Blockbuster Films.
Since July 9th of 2001, Stotesbery has been responsible for the
duties of the office of Secretary for United Film Partners, Inc
which include all SEC filings, registrations, and reorganization
procedures necessary for UFP to operate as a publicly reporting
company. Stotesbery studied Television Production and Theatrical
Stage Lighting at the University of Wisconsin-Madison earned his
Honors Degree of Bachelor of Fine Arts in Filmmaking from the
University of Wisconsin-Milwaukee, where he studied producing,
directing, and writing for live action and animation. Stotesbery
produced, directed and wrote several short live action dramas,
a documentary and several animated shorts while studying for his
degree, including the films, "When It Touches Both Hoops," which
won an award for Best Drama at the Wisconsin Media Arts Festival
and "Novas Ordo Seclorum" which won an award for best editing.
5
Terence M. O'Keefe -
Executive VP & Treasurer:
Terence M. O'Keffe has been Executive Vice President, Treasurer
and Director since the Company's reorganization in July of 2001.
O'Keefe graduated from Northeastern University with a Bachelor
of Science Degree in Public Communications and received his
Masters Degree in Film Production from Loyola Marymount University.
O'Keefe has over twenty years of film industry experience.
While serving as Director of Multimedia for Country Wide Funding
Company, the largest mortgage bank company in the United States,
O'Keefe oversaw the design and implementation of the new
Multimedia department, which used CD-ROM and the latest interactive
technology. He also wrote, produced and directed many of their
industrial films and television commercials, including "The 60
second Refinance" commercial, which won a Telly Award for best
regional spot.
O'Keefe formed Vanguard Productions in 1986 to establish a
production company with a vision of making high quality independent
films for the global market. O'Keefe's first feature, "We The
People," starring James Brolin, debuted at the 1995 Cannes Film
Festival and was one of only two American films selected to screen
at the 1995 Moscow Film Festival. Under the banner of Vanguard
Productions, O'Keefe co-produced the feature film "The Bad Pack,"
starring Robert Davi, Roddy Piper and Ralf Moeller with Showcase
Entertainment and co-produced the feature film "Wanted" a coming
of age drama, starring Timothy Busfield, Michael Sutton, Tracy
Gold, and Robert Culp, in which O'Keefe also served as writer/
director with World International Network. O'Keefe's latest
co-production was with Lions Gate Films on the feature "Route
666," starring Lou Diamond Phillips and Lori Petty. O'Keefe has
several feature films in development, such as the western "Border
Lords" with Lions Gate Films, "Alpine Horror" with Mainline
Releasing, and "Treasure of Devil Island" with Providence
Entertainment.
Compensation of Directors
There are no non-employee directors of the Company.
Committees of the Board of Directors; Meetings
United Film Partners Inc has one standing committee.
The Stock Grant Committee
Implements, oversees and manages the United Film
Partners, Inc 2001 Stock Incentive Plan( the Plan) and
Stock Grant Agreements
The United Film Partners, Inc Stock incentive plan issues
Less than 50% of the shares registered under the plan to Executives
And Directors and therefore does not require share holder approval.
During the year ended December 31, 2001, the Stock Grant
Committee met one time, in July 2001. At that time, the Stock
Grant Committee was comprised of Kevin Reem, Stephen Stotesbry,
and Terence M. O'Keefe. Kevin Reem, Stephen Stotesbry,
and Terence M. O'Keefe are the current members of the Stock
Grant Committee.
6
Meetings of the Board
During the year ended December 31, 2001, the entire
board of directors of united Film Partners met four times.
During fiscal 2001, no director attended fewer than 100% of
the aggregate number of meetings of the board and committees
on which such director served.
PROPOSAL 2
RATIFICATION OF SELECTION
OF INDEPENDENT AUDITORS
The Board of Directors has selected Dohan & Company,
CPA's; 7700 North Kendall Drive Suite #200 Miami, FL 33156 as
the Company's independent auditors for the fiscal year ending
December 31, 2002, and has further directed that management submit
the selection of independent auditors for ratification by the
stockholders at the Annual Meeting. Dohan & Company, CPA's will
not have an opportunity to make a statement if they so desire and
will not be available to respond to appropriate questions.
Stockholder ratification of the selection of
Dohan & Company, CPA's as the Company's independent auditors is
not required by the Company's Bylaws or otherwise. However,
the Board is submitting the selection of Dohan & Company, CPA's
to the stockholders for ratification as a matter of good
corporate practice. If the stockholders fail to ratify the
selection, the Board will reconsider whether or not to retain
that firm. Even if the selection is ratified, the Board in
their discretion may direct the appointment of different
independent auditors at any time during the year if they
determine that such a change would be in the best interests
of the Company and its stockholders.
The affirmative vote of the holders of a majority of
the shares present and entitled to vote at the Annual Meeting
will be required to ratify the selection of Dohan & Company, CPA's.
Abstentions will be counted toward the tabulation of votes cast
on proposals presented to the stockholders and will have the same
effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether
this matter has been approved.
Audit Fee's
The total aggregate audit fee's billed to the Company by
Dohan & Company, CPA's for the fiscal year ending December 31, 2001
for the review of all 10Q-SB filings and the 10K-SB filing is
approximately $2,541.00.
7
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information
regarding the ownership of the Company's Common Stock as of March
31, 2002, by: (i) each director and nominee for director; (ii)
each of the executive officers named in the Summary Compensation
Table; (iii) all executive officers and directors of the Company
as a group; and (iv) all those known by the Company to be
beneficial owners of more than five percent of its Common Stock.
Unless otherwise indicated in the footnotes to this
table and subject to community property laws where applicable,
each of the stockholders named in this table has sole voting and
investment power with respect to the shares indicated as
beneficially owned. Applicable percentages are based on
36,312,500 shares outstanding on March 31, 2002, adjusted as
required by rules promulgated by the Securities and Exchange
Commission.
TITLE OF NAME AND ADDRESS OF AMOUNT OF SHARES PERCENT OF
CLASS BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
(Common Shares)
---------------------------------
COMMON KEVIN REEM, PRESIDENT 10,100,000 27.81%
1224 LINCOL ST.
BURBANK, CA 91506
COMMON STEPHEN STOTESBERY, SECRETARY 10,100,000 27.81%
2715 ABBOT KINNEY BLVD. #15
VENICE CA 90291
COMMON TERENCE M. O'KEEFE, TREASURER 10,100,000 27.81%
12111 Beatrice Street
Culver City, California 90230
COMMON HENRY L. JAN, SHAREHOLDER 5,245,000 (1) 14.44%
15007 Grove Gardens
Houston, TX 77082
-------------------------------- ---------- ------
Total 35,545,000 97.87%
================================ ========== ======
COMMON ALL OFFICERS AND DIRECTORS 30,300,000 83.44%
AS A GROUP (3 PERSONS)
(1) As the sole member of ILN Industries, LLC, Mr. Jan is
deemed to be the beneficial owner of the shares owned by ILN
Industries, LLC.
8
EXECUTIVE COMPENSATION
Kevin Reem is the Chairman and President/CEO of the
company, but he currently receives no salary or other benefits.
The Company issued 100,000 shares of Common stock to Mr. Reem
in exchange for unpaid salary and accrued benefits of $100,000
that dated from the fiscal year 2001. In July of 2002, The
Company may issue 100,000 shares of restricted common stock
in exchange for accrued services and expenses for the fiscal
year 2002 in lieu of a cash salary if necessary.
Stephen Stotesbery is the Secretary and a director of
the company, but he currently receives no salary or other benefits.
The Company issued 100,000 shares of Common stock to Mr. Stotesbery
in exchange for unpaid salary and accrued benefits of $100,000 that
dated from the fiscal year 2001. In July of 2002, The Company
may issue 100,000 shares of restricted common stock in exchange
for accrued services and expenses for the fiscal year 2002
in lieu of a cash salary if necessary.
Terence M. O'Keefe is the Treasurer and a director of
the company, but he currently receives no salary or other benefits.
The Company issued 100,000 shares of Common stock to Mr. O'Keefe
in exchange for unpaid salary and accrued benefits of $100,000 that
dated from the fiscal year 2001. In July of 2002, The Company
may issue 100,000 shares of restricted common stock in exchange
for accrued services and expenses for the fiscal year 2002
in lieu of a cash salary if necessary.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Kevin Reem, age 39, is the President/CEO and Chairman of
The Company. Mr. Reem's one-year term as Chairman has
been renewed annually as of the last shareholder meeting.
Mr. Reem is compensated as an independent contractor for
his activities on behalf of the Company. Mr. Reem has
been with the Registrant since its inception in 2001.
From its inception in July 2001, he was the President,
Chairman and Chief Executive Officer. Mr. Reem is not an
officer or director of any subsidiary, and has never
been involved in any bankruptcies or criminal matters.
Stephen Stotesbery, age 36, is the Secretary and a
Director of The Company. Mr. Stotesbery's one-year
term as Director has been renewed annually as of the
last shareholder meeting. Mr. Stotesbery is compensated
as an independent contractor for his activities on
behalf of the Company. Mr. Stotesbery has been with the
Registrant since its inception in 2001. From its
inception in July 2001, he was the Secretary, Director
and Executive Vice-President. Mr. Stotesbery is not an
officer or director of any subsidiary, and has never been
involved in any bankruptcies or criminal matters.
9
Terence M. O'Keefe, age 40, is the treasurer and a
Director of The Company. Mr. O'Keefe's one-year
term as Director has been renewed annually as of the
last shareholder meeting. Mr. O'Keefe is compensated
as an independent contractor for his activities on
behalf of the Company. Mr. O'Keefe has been with the
Registrant since its inception in 2001. From its
inception in July 2001, he was the Secretary,
Director and Executive Vice-President. Mr. O'Keefe
is not an officer or director of any subsidiary, and
has never been involved in any bankruptcies or
criminal matters.
Based upon a review of forms submitted to the
registrant, Mr.Reem, Mr. Stotesbery and Mr. O'Keefe
have timely filed all reports required to be filed
pursuant to Section 16(a) of the Exchange Act.
Delivery of Documents to Security Holders Sharing
an Address
Each security holder will be sent a copy of this
information statement, even if sharing an address
with another security holder.
ANNUAL REPORT
The Company elects to submit a copy of its Form 10-KSB,
filed with the Commission on April 30, 2002 to the shareholders
in lieu of an Annual Report. The Form 10-KSB is included with
this information statement in the package to be delivered to all
shareholders. No portion of the Annual Report is incorporated
herein or is to be considered as part of this information
statement.
ANNUAL MEETING ADVANCE NOTICE REQUIREMENTS
Stockholder Proposals. Our bylaws provide that
stockholder proposals and director nominations by stockholders
may be madein compliance with certain advance notice,
informational and other applicable requirements. With respect
to stockholder proposals (concerning matters other than the
nomination of directors), the individual submitting the proposal
must file a written notice with the Secretary of united Film
Partners, Inc at 1224 N. Lincoln St. Burbank, CA 91506 setting
forth certain information, including the following:
- a brief description of the business desired to be brought
before the meeting and the reasons for conducting that business
at the meeting;
- the name and address of the proposing stockholder;
- the number of shares of common stock beneficially owned
by the proposing stockholder; and
- any material interest of the proposing stockholder in
such business.
The notice must be received by the Secretary no later
than December 26, 2002 (assuming that the Company's 2003 Annual
Meeting of Stockholders is held on a date that is within 30
days from the date on which the 2002 Annual Meeting was held) for
inclusion in the proxy statement and form of proxy relating to
that meeting.
Board Nominations. A stockholder may recommend a
nominee to become a director of United Film Partners, Inc by giving
the Secretary of the Company (at the address set forth above) a
written notice setting forth certain information, including
the following:
10
As to each person whom the stockholder proposes to nominate:
- the name, age, business address and residence of the
person;
- the principal occupation or employment of the person;
- the number of shares of common stock beneficially owned
by the person; and
- any other information relating to the person that is
required to be disclosed in solicitations for proxies for
election of directors pursuant to the rules of the SEC.
As to the proposing stockholder:
- the name and record address of the proposing stockholder;
and
- the number of shares of common stock beneficially owned
by the proposing stockholder.
Such nominations must be made pursuant to the same
advance Notice requirements for stockholder proposals set forth
in the preceding section. We do not maintain a formal nominating
committee.
Generally, our annual meetings are customarily held
during May each year. Copies of our bylaws are available upon
written request made to the Secretary of United film Partners,
Inc at the above address. The requirements described above do not
supersede the requirements or conditions established by the
Securities and Exchange Commission for stockholder proposals
to be included in our proxy materials for a meeting of
stockholders. The chairman of the meeting may refuse to bring
before a meeting any business not brought in compliance with
applicable law and our bylaws.
OTHER MATTERS
The Board of Directors knows of no other matters that
will be presented for consideration at the Annual Meeting. If
any other matters are properly brought before the meeting, it is
the intention of the Directors to recommend to the shareholders
present to vote on such matters in accordance with their best
judgment.
In addition, pursuant to Rule 14a-4 of the Exchange Act,
the Company may exercise discretionary voting authority at the
2003 Annual Meeting under proxies it solicits to vote on a
proposal made by a stockholder that the stockholder does not seek
to include in the Company's proxy statement pursuant to Rule
14a-8, unless the Company is notified about the proposal no later
than March 11, 2003 (assuming that the Company's 2003 Annual
Meeting of Stockholders is held on a date that is within 30 days
from the date on which the 2002 Annual Meeting was held), and the
stockholder satisfies the other requirements of Rule 14a-4(c).
11
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 hereunto duly authorized.
UNITED FILM PARTNERS, INC
Date MAY 6, 2002
------------------------------
By: /s/ Kevin Reem
-------------------------
Kevin Reem, Chairman