8-K 1 ufp8k_011503.txt BODY 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

MANAGEMENT Names Title or Position Ages Kevin Reem President/CEO and Director 38 Stephen Stotesbery Secretary/COO and Director 34 Terence M. O'keefe Treasurer/COO and Director 40 Michael Mendieta CFO

Executive Annual base salary Kevin Reem, CEO $100,000 S. Drew Stotesbery (as DS II, inc.), COO $100,000 Terence M. O'Keefe, COO $100,000 R. Michael Mendieta, CFO $100,000

Executive Development Salary Kevin Reem, CEO 100,000 shares S. Drew Stotesbery (as DS II, inc.), COO 100,000 shares Terence M. O'Keefe, COO 100,000 shares R. Michael Mendieta, CFO 100,000 shares

STOCKHOLDERS OF UNITED FILM PARTNERS, INC. Name and Address Number of Shares Number of Shares Owned of UFP of Bethany to be Received in Exchange Terence M. O'Keefe 500 10,000,000 12111 Beatrice Street Culver City, CA 90230 S. Drew Stotesbery 500 10,000,000 2715 Abbot Kinney Blvd. #15 Venice, CA 90291 Kevin Reem 500 10,000,000 1224 N. Lincoln St. Burbank, CA 91506

ASSETS AND LIABILITIES OF UFP The list of Assets provided by UFP to Bethany as of June 30,2001: COMPANY ASSETS - SCREENPLAYS / TELEPLAYS / BOOKS TITLE OF PROPERTY GENRE OF PROPERTY MARKET VALUE TRAILER PARK QUIRKY ADVENTURE COMEDY $ 30,000.00 DEFIANCE ACTION THRILLER $ 30,000.00 MEXICAN BOUNTY ACTION ADVENTURE $ 30,000.00 TIGER'S PAW HIGH ADVENTURE $ 100,000.00 RAMOUS IV SCIENCE FICTION $ 100,000.00 BEOWULF EPIC MEDIEVAL LOVE STORY $ 100,000.00 THE GUARD NEVER SLEEPS COMEDY ADVENTURE $ 100,000.00 THE CASE OF THE MISSING CORPSE COMEDY SPOOF $ 100,000.00 KEY WEST EPISODIC DETECTIVE SERIES $ 300,000.00 TOTAL VALUE OF PROPERTIES $ 890,000.00 ============

ASSETS Deferred tax asset, less valuation allowance of $186 $ - TOTAL ASSETS $ - ========= LIABILITIES AND STOCKHOLDER'S EQUITY LIABILITIES $ - --------- TOTAL LIABILITIES - --------- COMMITMENTS AND CONTINGENCIES (NOTE 4) STOCKHOLDER'S EQUITY Preferred Stock, $.0001 par value, 20,000,000 shares authorized; none outstanding $ - Common Stock, $.0001 par value, 100,000,000 shares authorized; 5,000,000 shares issued and outstanding 500 Additional paid-in capital 1,738 Stock subscription receivable (1,000) Deficit accumulated during the development stage (1,238) --------- TOTAL STOCKHOLDER'S EQUITY - --------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ - =========

EXPENSES Organizational expenses $ 300 Professional fees 938 --------- NET LOSS BEFORE INCOME TAX $(1,238) INCOME TAXES - --------- NET LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE $(1,238) ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (BASIC AND DILUTED) 5,000,000 ========= NET LOSS PER SHARE (BASIC AND DILUTED) $ (0.00) =========

CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(1,238) --------- NET CASH USED BY OPERATING ACTIVITES (1,238) --------- CASH FLOWS FROM FINANCING ACTIVITIES Capital Contributed 1,238 --------- NET CASH PROVIDED BY FINANCING ACTIVITIES 1,238 --------- NET INCREASE IN CASH AND EQUIVALENTS FOR THE PERIOD AND CUMULATIVE DURING THE DEVELOPMENT STAGE - CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD - --------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ - ========= SUPPLEMENTAL DISCLOSURES Interest paid $ - Income taxes paid $ - SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES Common stock issued for stock subscriptions receivable $ 1,000 ---------

Accumulated Deficit Common Stock Additional Stock During the Total -------------------- Paid-In Subscription Development Stockholder's Description Shares Amount Capital Receivable Stage Equity ----------------------------------------------------------------------------------------------- Common stock issued for cash 5,000,000 $ 500 $ 500 $(1,000) - Contributed capital - - 1,238 - - 1,238 Net loss and cumulative loss during the development stage - - - (1,238) (1,238) ----------------------------------------------------------------------------------------------- BALANCE, April 30, 2001 5,000,000 $ 500 $ 1,738 $(1,000) $(1,238) $ - ===============================================================================================

ASSETS CASH $ - OTHER ASSETS SCREENPLAYS $890,000 TOTAL ASSETS $890,000 ======== LIABILITIES $ - -------- TOTAL LIABILITIES - ========

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