Item 1.
Business History
Description of Business
Industry Profile Item 2.
Item 2.
Products Item 3.
Item 3. Legal Proceedings: There are no legal proceedings pending or threatened against the Company. The Company has filed litigation with the former Vice President and Secretary of the Company. On June 26, 2001. The Company reached a tentative settlement of that pending litigation. Item 4.
Item 4. Submission of Matters to a Vote of Security Holders: No matters have been submitted to the vote of the security holders and there are no matters pending which will require the vote of the Security Holders. Item 5.
Item 5. Market Price for Registrants Common Equity and Related Stockholder Matters: The Company has 7,496,983 shares outstanding as of June 30, 2002 of which approximately 30% is held by insiders. On November 9, 1999 UTNF common stock began trading on the NASDAQ electronic bulletin board under the symbol UTNF. Following the failure of the Company to file timely reports with the Securities and Exchange Commission, the Company's stock was dropped from the NASDAQ electronic bulletin board reporting system. Holders of common stock are entitled to receive such dividend as may be declared by the Registrants Board of Directors. No dividends have been paid with respect to the Registrants common stock and no dividend is anticipated to be paid in the foreseeable future. There is no reported trading of the shares of the Company; Item 6.
Item 6. Selected Financial Data: The following table sets forth certain selected financial data with respect to the Company and is qualified in its entirety by reference to the financial statements filed herewith:
STATEMENT OF OPERATIONS
For the period ending June 30,
2002 2001
Revenues - - Net Loss ( 1,443) (105,214)
Basic Net Loss per Share (0.00) (0.02)
Weighted Average Shares
used in Computation 7,496,983 6,916,983
BALANCE SHEET DATA
Year Ended June 30,
2002 2001 Total Assets
Current Liabilities 68,386 80,886
Long Term Debt - 8,000
Stockholders Equity (83,780) (2,873) Item 7.
Item 7. Managements Discussion and Analysis of Financial Condition and Result of Operation: It has been the goal of the company to produce high quality, low cost motion pictures. Due to the current economic times, management made the decision that it would enjoy its best possibility of success with an overseas company and began to look for foreign company that wanted to enter the US market. The Company CEO made numerous trips to England and Ireland resulting in a proposed contract with an established Irish Law Firm with offices in Ireland and England to arrange financing of up to 20 per cent of the Company production cost of a group of films through an Irish government sponsored program. The Company controls a number of screenplays and had been hopeful that it could finance the balance of the production cost through private offerings, partnership or joint ventures, or the pre selling of the project to the overseas market. Although the Company owns the rights to these Screenplays have value it has not assigned any book value to these projects. The management team has over 70 years of experience in the motion picture business all in all area including production and management. After extensive negotiations and repeated trips to conclude this financing arrangement, the Company was unable to arrange an entry into the Irish government program. The Company continued pursuing its projects in the children market and sought to finance this series by private placements or with a joint venture, partnership. Immediately following the unsuccessful courting of the Irish government program, the President of the Company arranged a financial transaction with a group that is in the business of producing films in India. This group, through their New Jersey corporation, MeetVirtual Systems, Inc., has entered into a memorandum of agreement with the Company subsequent to the date of this report. Results of Operation: The following is a discussion of the results of operations from June 30, 2001 through June 30, 2002. Net Sales:
There has been no income generated during the prior fiscal twelve month period. The Company is still developing their projects and to date has not completed any of its projects to generate income. The sources of funds generated this fiscal period have come from loans to the company by management. Marketing and Sales Expenses:
There were no marketing and sales expenses during this reporting period. Non cash imputed compensation expenses:
In July 2001, the Company issued 500,000 shares of its common stock for the reduction of an accounts payable and issued 10,000 shares of its common stock each to three directors of the Company as consideration for their services.
.
General and Administrative Expenses:
General and Administrative expenses have been held to a minimum because of the delay in the development of the companys products. The expenses during this fiscal period were $783. Unrepaid advances by the CEO for expenses for corporate purposes were $68. It is expected the General and Administrative expenses will increase in the future periods as a result of the development of production projects. Interest Income:
There was no interest income through June 30, 2002. Liquidity and Capital Resources:
The Companys principal sources of liquidity were cash and cash equivalents from its accounts. There were no Capital Expenditures for the period ending June 30, 2002. The Company anticipates a substantial increase in its capital expenditures in 2002-2003 fiscal period due to anticipated production projects. . The Companys ability to grow will depend in part on the Companys ability to expand its market penetration into the overseas market. In connection therewith, the Company may need to raise additional capital in the foreseeable future from public or private equity or debt service in order to avail itself of opportunities that may come before the Company. If additional funds are raised through issuance of equity securities, the percentage ownership of the Companys then existing shareholders will be reduced. Moreover, shareholders may experience additional and significant dilution, and such equity securities may have rights, references or privileges senior to those of the Companys Common Stock. Although Management has made significant progress in obtaining overseas financing, there is no assurance that additional financing will be available on terms acceptable to the Company. The Company may be unable to implement its business, sales, or marketing plan, respond to competitive forces or take advantage of perceived business, opportunities, which inability could have a material adverse effect on the Companys business, prospects. (See financial conditions and results of operations). Item 8
Item 8 - Financial Statements Auditors Report and financial statements
UNITED NATIONAL FILM CORPORATION
AND SUBSIDIARY
(A Development Stage Enterprise)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page #
Report of Independent Certified Public Accountants
Consolidated Financial Statements
Balance Sheets as of June 30, 2002
Statements of Operations
for the year ended June 30, 2002
Statements of Changes in Stockholders Equity
for the years ended June 30, 2002
Statements of Cash Flows
for the year ended June 30, 2002
Notes to Consolidated Financial Statements -12
INDEPENDENT AUDITORS REPORT To the Stockholders and Board of Directors
United National Film Corporation We have audited the accompanying consolidated balance sheet of United National Film Corporation and Subsidiary as of June 30, 2002 and the related consolidated statements of operations, changes in stockholders equity and cash flows for the years ended June 30, 2002 and 2001. These financial statements are the responsibility of Company management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with generally accepted auditing standards 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 National Film Corporation and Subsidiary as of June 30, 2002 and the results of its operations, changes in stockholders equity and cash flows for the years ended June 30, 2021 and 2001 in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred losses of $ 693 for the year ended June 30, 2002. Additionally, the Company had a working capital deficiency of $80,880 at June 30, 2002. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. Managements plans with respect to these matters are also described in Note 2 to the financial statements. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. /S/
Sherb & Co., LLP
Certified Public Accountants
New York, New York
March 4, 2003
UNITED NATIONAL FILM CORPORATION
AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
JUNE 30, 2002
ASSETS CURRENT ASSETS: Cash $ 6
LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 18,386
Note payable 50,000
TOTAL CURRENT LIABILITIES 68,386 LOAN FROM SHAREHOLDER 14,800 STOCKHOLDERS EQUITY:
Preferred stock - $.01 par, 3,000,000 shares
authorized, 21,500 shares issued and outstanding
Common stock - $.001 par, 30,000,000 shares
Authorized, 7,496,983 shares issued
and outstanding 7,497
Paid in capital 482,038
Accumulated deficit (573,530)
TOTAL STOCKHOLDERS EQUITY (83,780)
$ 6
UNITED NATIONAL FILM CORPORATION
AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF OPERATIONS
For the Year ending June 30
REVENUE $ - -
SELLING, GENERAL &
ADMINISTRATIVE EXPENSES 693 26,914
NON CASH IMPUTED
COMPENSATION EXPENSE 750 12,500
WRITE OFF FILM COSTS - 64,500
1,443 103,914 INTEREST EXPENSE - (1,300) NET LOSS ( 1,443) (105,214)
BASIC LOSS PER SHARE (0.00) (0.02) WEIGHTED AVERAGE SHARES OUTSTANDING 6,966,983 6,916,983
UNITED NATIONAL FILM CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
FOR THE PERIOD ENDING JUNE 30,2001 AND 2002
Preferred Stock Common Stock Paid-in Accumulated
Shares Amount Shares Amount Capital Deficit Total
Balance 06-30-2000 121,500 $1215 6,866,983 $6867 $455,918 $(466,873) (2,873)
Cancellation of Series A
Convertible Preferred
Stock (100,000) (1000) - - 1,000 - -
Stock issued for
Services 0 0 100000 100 12,400 - 12,500
Net loss 0 0 0 0 (105,214)(105,214)
Balance, 06-30-01 21,500 215 6,966,983 6,967 469,318 (572,087) (95,587)
Stock issued for
Debt 0 0 500,000 500 12,000 - 12,500
Stock issued for
Services 30,000 30 - 750
Net Loss 0 0 0 0 0 ( 1,443) ( 1,443)
Balance, 06-30-01 21,500 $ 215 7,496,983 7,497 482,038 (573,530) (83,780)
UNITED NATIONAL FILM CORPORATION
AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDING JUNE 30
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ ( 1,443) (105,214) Adjustments to reconcile net loss to net cash
Provided by operating activities:
Common Stock Issued for services 750 12,500
Write-off of film costs - 64,500 Changes in operating assets and liabilities:
Increase (decrease) in accounts payable - 20,486
Total adjustments - 97,486 NET CASH USED IN OPERATING ACTIVITIES ( 693) (7,728) CASH FLOWS FROM FINANCING ACTIVITIES
Increase in loan from shareholder 6,800
NET CASH PROVIDED BY
FINANCING ACTIVITIES 6,800 NET INCREASE (DECREASE) IN CASH ( 93) (928) CASH AT BEGINNING OF PERIOD 1,027
CASH AT END OF PERIOD $ 6
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION: Cash paid for interest $ - -
Cash paid for taxes $ - -
Common Stock issued for debt $ 12,500 -
See notes to consolidated financial statements
UNITED NATIONAL FILM CORP. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS DESCRIPTION
United National Film Corp. and Subsidiary (Company) is a Colorado corporation. The Company through its subsidiary Titus Production, Inc. (Titus) is engaged in the acquisition and development of properties for, and the production of, television series, television specials, made-for-home television motion pictures and feature length motion pictures for domestic and international distribution. In February 1998, pursuant to a stock purchase and exchange agreement, the Company acquired all of the capital stock of Titus, a Nevada Corporation formed on January 6, 1998 in exchange for 4,000,000 shares of common and 100,000 shares of preferred stock of the Company. Prior to this, the Company had no operations. The acquisition of Titus is being accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of Titus obtained control of the consolidated entity. Accordingly, the merger of the two companies is recorded as a recapitalization of Titus, with Titus treated as the continuing entity. The historical financial statements presented are those of Titus. 2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred losses of $ 693 for the year ended June 30, 2002. Additionally, the Company had a working capital deficiency of $80,880 at June 30, 2002. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. The Company is still developing its projects and has not completed any projects to generate income. The sources of funds generated this fiscal period have come from loans from an officer. Management is actively pursuing new debt and/or equity financing, however, any results of their plans and actions cannot be assured. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Accounting 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
b. Film Costs and Program Rights:
Film costs and program rights (project cost) which include acquisition and development costs such as story rights, scenario and scripts, direct production costs including salaries and costs of talent, production overhead and post production costs are stated at the lower of cost or market and are deferred and amortized by the individual-film-forecast-computation method as required by Statement of Financial Standards No. 53. c. Fair Value of Financial Instruments:
The carrying amounts reported in the balance sheet for cash, accounts and notes payable and accrued expenses approximate fair value based on the short term maturity of these instruments. d. Principles of Consolidation:
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter company balances and transactions have been eliminated. e. Revenue Recognition:
The business of the Company is to derive revenues primarily from providing production services to third parties and exploiting projects originally developed by the Company in which it retains an ownership interest. Revenues from being a provider of contract production services are recognized using the percentage of completion method, recognizing revenue relative to the proportionate progress on such contracts as measured by the ratio which project costs incurred by the Company to date bear to the total anticipated costs of each project. Amounts advanced under such contracts are deferred and not recognized as revenue until obligations under such contracts are performed. Revenue from licensing company owned projects is recognized when the film is delivered and available for showing, costs are determinable, the fee is known and collectibility is reasonably assured. f. Income Taxes:
Deferred tax assets and liabilities are determined based on the difference between the financial statement and the tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. g. Net Loss Per Common Share:
Basic earnings per share is computed by dividing the net income (loss) available to common shareholders by the weighted average number of outstanding common shares. The calculation of diluted earnings per share is similar to basic earning per share except the denominator includes dilutive common stock equivalents such as stock options and convertible debentures. Common stock options and the common shares underlying the convertible preferred stock are not included as their effect would be anti dilutive. h. Impairment of Long Lived Assets:
In the event that facts and circumstances indicate that the cost of an asset may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the assets carrying amount to determine if a write down to market value is required. For the year ended Jun 30, 2001, the Company wrote off $64,500 of film costs. i. Accounting for Stock Options:
The Company adopted Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting for Stock Based Compensation. SFAS 123 encourages the use of a fair-value-based method of accounting for stock based awards under which the fair value of stock options is determined on the date of the grant and expensed over the vesting period. Under SFAS 123, companies may, however, measure compensation costs for those plans using the method prescribed by Accounting Principles Board Opinion No. 25 (APB No. 25), Accounting for Stock Issued to Employees. Companies that apply APB No. 25 are required to include pro forma disclosures of net earnings and earnings per share as if the fair-value-based method of accounting had been applied. The Company elected to account for such plans under the provisions of APB No. 25. j. Recently Issued Accounting Standards:
In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141 (SAFS 141), Business Continuations. SFAS No. 141 requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interest method. The adoption of SFAS NO. 141 did not have an impact on the financial statements.
In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS No. 142), which is effective for fiscal years beginning after December 15, 2001. SFAS 142 requires, among other things, the discontinuance of goodwill amortization. In addition, the standard includes provisions upon adoption for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the testing for the impairment of existing goodwill and other intangibles. The adoption of SFAS No. 142 did not have a significant impact on the financial statements. In August 2001, the FASB issued Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (SAFS No. 143), which is effective for all fiscal years beginning after June 15, 2002; however, early adoption is encouraged. In August 2001, the FASB issued Statement of Disposal of Long Lived Assets (SFAS 144), which is effective for fiscal years beginning after December 15, 2001 and supersedes SFAS 121 while retaining many of its requirements. The adoption of SFAS No. 143 and 144 did not have an impact on the financial statements. In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long Lived Assets, which supersedes Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long Lived Assets and for Long Lived Assets to be Disposed Of and certain provisions of AFB Opinion No. 30, Reporting Results of Operations-Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. SFAS 144 requires that long lived assets to be disposed of by sale, including discontinued operations, be measured at the lower of carrying amount or fair value, less cost to sell, whether reported in continuing operations or in discontinued operations. SFAS 144 also broadens the reporting requirements of discontinued operations to include all components of an entity that have operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity. The provisions of SFAS 144 are effective for fiscal years beginning after December 15, 2001. The implementation of these standards had no impact on the Company's results of operations and financial position. In April 2002. the FASB issued Statement of Financial Accounting Standards No. 145, Recession of FASB Statements No. 4,44 and 62, Amendment of FASB Statement 13 and Technical Corrections (SFAS 145). For most companies, SFAS 145 requires gains and losses from the extinguishment of debt to be classified as a component of income or loss from continuing operations. Prior to the issuance of SFAS 145, early debt extinguishments were required to be recognized as extraordinary items. SFAS 145 amended other previously issued statements and made numerous technical corrections. SFAS 145 is effective for fiscal years beginning after May 15, 2002. Adoption of this standard has had no impact on the Company.
The FASB recently issued Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146). SAFS 146 nullifies the Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. SFAS 146 requires that a liability associated with an exit or disposal activity be recognized when the liability is incurred while EITF Issue No. 94-3 recognized such liability at such time that an entity committed to an exit plan. The provisions of SFAS 146 are effective for exit or disposal activities initiated after December 31, 2002 with early application encouraged. 4. STOCKHOLDERS EQUITY
The Company had 466,928,742 shares of common stock issued and outstanding at June 30, 1997. On February 5, 1998 the Company consummated a Stock Purchase and Exchange Agreement with Titus under which the Company acquired Titus and the previous shareholders of Titus obtained control of the Company. The Agreement provided for the recapitalization of the Company through the following transactions: a. reverse split the common stock of the Company at the ratio of 1:1000; b. issuance of 4,000,000 shares (post split) of common stock of the Company to the shareholders of Titus. c. issuance of 100,000 shares of non-voting convertible preferred stock (convertible into common voting stock at the ratio of 20:1) to the shareholders of Titus. d. the issuance of 1,000,000 shares of common stock pursuant to several consulting agreements, with such shares being registered in accordance with the Securities and Exchange Act of 1933 on Form S-8. In June 1999, the Board authorized the issuance of up to 200,000 shares of Series B Preferred Stock (Series B) at the aggregate subscription price of $1 per share pursuant to an offer and sale of such Series B in a Regulation D offering of the United States Securities Act of 1933. Holders of the Series B are entitled to receive a 6% annual dividend payable quarterly in arrears. The Series B is convertible at any time after issuance at 50% of the average closing bid price of the common stock or $2.00 per share, whichever is lower when the common shares of the Company has traded above $4.00 per share for ten (10) consecutive trading days. In addition, 10% of the series B carry warrants to purchase additional shares at the same terms. In September 1999, the Companys Board of Directors approved the issuance of 500,000 shares of common stock, which included 400,000 shares to Company directors and to various consultants for services rendered during the year. These shares have been valued at $.10 per share and have been accounted for as non cash compensation expense. In November 1999, the Companys Board of Directors approved the issuance of 180,000 shares of common stock, which included 30,000 shares to Company directors and various consultants for services rendered during the year. These shares have been valued at $1 per share and have been accounted for as non cash compensation expense.
In September, October and November 1999 the Company issued 21,500 shares of Series B convertible preferred stock at $1 per share for $21,500. In December 2000, the Companys Board of Directors approved the issuance of 100,000 shares of common stock to a consultant for professional services rendered. These shares have been valued at $.125 per share and have been accounted for as non cash compensation expense. In April 2001, the Company canceled 100,000 shares of Series A convertible preferred stock. In July, 2001, Company issued 500,000 shares of its common stock for the reduction of an accounts payable. In July 2001, the Company issued 10,000 shares of its common stock each to three directors of the Company as consideration for their services. 5. STOCK OPTION PLAN
In February 1998, the Company adopted an incentive stock option plan pursuant to which qualified and non qualified stock options up to an aggregate of 1,000,000 shares of common stock will be made available to selected employees, consultants, officers and directors. Options may be either incentive stock options or non qualified stock options, except that only employees may be granted incentive stock options. Options vest at the discretion of the Board of Directors. The maximum term of an
option is ten years. The 1998 Stock Option Plan will terminate in February 2008, though options granted prior to termination may expire after that date. In Fiscal 2001 and 2000, there were no grants or vesting of stock options. A summary of the status of the Stock Option Plans at June 30, 2001 and 2000 and the changes during the years then ended is presented below:
Weighted Average Weighted Average
Shares Exercise Shares Exercise
Underlying Price Underlying Price
Options Options Outstanding at beginning of year - - 500,000 $ 0.17
Granted - - - -
Exercised - - - -
Forfeited - - (500,000) (0.17)
Outstanding at end of year - - - -
Exercisable at end of year - - - -
6. NOTE PAYABLE
Pursuant to the acquisition of the screenplay, a non interest bearing was issued for $50,000, originally due on January 15, 1999, has been renewed for two years. The note continues to remain outstanding. 7. LOAN FROM SHAREHOLDER
Interest bearing loans made to the Company from the Chief Executive Officer amounted to $15,400 at June 30, 2002, at an annual interest rate of 10%. 8. INCOME TAXES
The Company has adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). Adoption of this statement did not have a material effect of the Company financial statements. SFAS 109 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. SFAS 109 additionally required the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.
Years ended June 30,
Statutory federal income tax (benefit) $ (250) (36,000)
Effect of permanent difference - 4,000
(Benefit) not recognized 250 32,000
Tax provision $ - $ - The Company has no deferred tax assets or liabilities as of June 30,
. Item 9
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None. PART II.
Directors and Executive Officers:
The company has obtained a team of seasoned executives in the entertainment industry. The management team is comprised of Mr. Deno Paoli, as Chairman and Chief Executive Officer. Mr. Paoli has over 30 years of experience in the film industry as a producer and director and has held senior executive management positions. Mr. Paoli served as producer of the film Code Name Zebra by Pacific West Cinema Group; served as President of Vagabond Productions, Inc. which produced such films as Santee with Glenn Ford, and served as producer and director with World Production. Mr. Paoli served as President of Variety International Pictures, Inc. where he was responsible for all company business including film production and distribution. Mr. Arthur Stashower will serve as President and Chief Operating Officer of the Company. Mr. Stashower is an attorney who has spent his entire career of over 40 years practicing in the entertainment industry. He served as an executive in the television industry as well as with United Artists Corporation. He has also been an executive in a talent agency. In his law practice Mr. Stashower has represented individuals and companies involved in all aspects of the entertainment industry, including actors, directors, writers, producers, production companies, foreign sales agencies and others. He has been production counsel for numerous motion pictures, movies of the week and mini series. Mr. Stashower is a graduate of the University of Michigan and received both his undergraduate and law degrees there, graduating from the prestigious University of Michigan Law School as a member of the Order of the Coif and in the top 5% of his class. The third member of the management team is Mr. Peter D. Finch who is Vice President and Chief Financial Officer. Mr. Finch will be responsible for all financial aspects of the Company. He will work closely with the Company auditors of Feldman Sherb Horowitz & Co., P.C. of New York. Mr. Finch attended UCLA majoring in Math Physics and San Diego State University where he received a degree in Accounting. Mr. Finch served in the U.S. Army as a Captain with services in Southeast Asia working on Classified Warfare Missions. Returning to civilian life, he worked as a manager in the audit department of Arthur Young & Company and supervised audits of Fortune 1000 companies. Since 1978 he has worked in private practice providing business, tax and computer advice to various corporations. Item 11 - Executive Compensation
During the fiscal reporting year applicable hereto, the Company has not paid any salary to its officers. Directors do not receive cash compensation for their services as Directors but may be reimbursed for their expenses in attending Directors meetings. Item 12 - Security Ownership of Management
The following table sets forth, as of the date of this report, the stock ownership of each officer and director individually and all directors and officers of the Registrant as a group. Mr. Deno Paoli 2,020,000 26.9%
Arthur Stashower 570,000
Peter Finch 30,000
As a Group 2,620,000 34.9% Item 13. Related Transactions, Changes in Securities.
In April 2001, the Company canceled 100,000 shares of Series A convertible preferred stock. In July, 2001, Company issued 500,000 shares of its common stock for the reduction of an accounts payable. In July 2001, the Company issued 10,000 shares of its common stock each to three directors of the Company as consideration for their services. PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Exhibits
None
(b) Financial Statement Schedules
None
(c) Reports on Form 8-K.
None. 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 NATIONAL FILM CORP.
By: /s/ Deno Paoli
President
Date: March 6, 2003
Item 11 - Executive Compensation
During the fiscal reporting year applicable hereto, the Company has not paid any salary to its officers. Directors do not receive cash compensation for their services as Directors but may be reimbursed for their expenses in attending Directors meetings. Item 12
Item 12 - Security Ownership of Management
The following table sets forth, as of the date of this report, the stock ownership of each officer and director individually and all directors and officers of the Registrant as a group. Mr. Deno Paoli 2,020,000 26.9%
Arthur Stashower 570,000
Peter Finch 30,000
As a Group 2,620,000 34.9% Item 13.
Item 13. Related Transactions, Changes in Securities.
In April 2001, the Company canceled 100,000 shares of Series A convertible preferred stock. In July, 2001, Company issued 500,000 shares of its common stock for the reduction of an accounts payable. In July 2001, the Company issued 10,000 shares of its common stock each to three directors of the Company as consideration for their services. PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Exhibits
None
(b) Financial Statement Schedules
None
(c) Reports on Form 8-K.
None. 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 NATIONAL FILM CORP.
By: /s/ Deno Paoli
President
Date: March 6, 2003