SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1/14/03 ---------------------- Date of Report (12/31/02) ------------------------------------------ (Date of Earliest Event Reported) UNITED FILM PARTNERS, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Texas 00-32681 76-0676164 - --------------- ----------- ------------------ (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1224 N. Lincoln St., Burbank, CA 91506 ---------------------------------------- (Address of principal executive offices) 949-271-9198 ------------------------------- Registrant's telephone number ITEM 1. CHANGES IN CONTROL OF REGISTRANT Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Not applicable. ITEM 5. OTHER EVENTS Not applicable. ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS Change in Management. Effective as of 11:59 pm on 12/31/02 the Board of Directors of the Company accepted the resignation of Kevin Reem as Chief Executive Officer of the corporation. It was the boards decision that Kevin Reem shall remain President and Chairman of the Board of Directors 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. Effective as of 12:01 am on 1/1/03 the Board of Directors of the Company accepted the appointment of Stephen Stotesbery as Chief Executive Officer of the corporation. Effective as of 11:59 pm on 12/31/02 the Board of Directors of the Company accepted the resignation of R. Michael Mendieta as Chief Financial Officer of the corporation. No new officer will be appointed until such times as he/she is approved by the Board of Directors. ITEM 7. FINANCIAL STATEMENTS Not applicable. ITEM 8. CHANGE IN FISCAL YEAR Not applicable. EXHIBITS Exhibit 99.1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. United Film Partners, Inc. January 14, 2003 By /s/ Stephen Stotesbery -------------------------------- Stephen Stotesbery, CEO/Secretary Exhibit 99.1 MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS OF UNITED FILM PARTNERS, INC. The special meeting of the Board of Directors of the Corporation was held on the date and at the time and place set forth in the written waiver of Notice signed by the Board of Directors, fixing such time and place, and prefixed to the minutes of this meeting. There were present the following: KEVIN REEM-PRESIDENT 		STEPHEN STOTESBERY -SECRETARY 		TERRY O'KEEFE-TREASURER being all of the Directors of the Corporation. The meeting was called to order by the President. It was moved, seconded and unanimously carried that KEVIN REEM acted as Chairman and STEPHEN STOTESBERY acted as Secretary. After discussion, upon motion duly made, seconded and carried, it was, RESOLVED that the Board of Directors of the Company be and they hereby are authorized and directed to accept the resignation of Kevin Reem as Chief Executive Officer of the corporation effective as of 11:59 pm on 12/31/02. It is the boards decision that Kevin Reem shall remain President and Chairman of the Board of Directors 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. FURTHER RESOLVED that the Board of Directors of the Company be and they hereby are authorized and directed to accept the appointment of Stephen Stotesbery as Chief Executive Officer of the corporation effective as of 12:01 am on 1/1/03. FURTHER RESOLVED that the Board of Directors of the Company be and they hereby are authorized and directed to accept the resignation of R. Michael Mendieta as Chief Financial Officer of the corporation effective as of 11:59 pm on 12/31/02 and that no new officer be appointed until such times as he/she is approved by the Board of Directors. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, it was adjourned. /s/ Stephen Stotesbery Secretary /s/ Kevin Reem Director /Stephen Stotesbery Director /s/ Terence M. O'Keefe Director Date12/31/02