SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 31, 1998
Date of Report (Date of earliest event reported) .
UNITED NATIONAL FILM CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 33-25350-FW
(State or other jurisdiction of incorporation) (Commission File Number)
84-1092589
(IRS Employer Identification Number)
6363 Christie Avenue, Unit 601, Emeryville, CA
(Address of principal executive offices, including zip code)
94608
(Zip Code)
Page 1
Registrant's telephone number, including area code 510.653.7020
700 Harbor Island Drive, Newport Beach, CA 92660
(Former name or former address, if changed since last report)
Please address all correspondence to:
Richard J. Hockert, Esq.
P.O. Box 797664
Dallas, TX 75379-7664
Item 5. Other Events.
Recent Transactions
The Company announced the change in the name of the film currently in
pilot production from Winner Take All to Specific Intent.
Item 7 of the Form 8-K dated February 10,1998 filed by United National
Film Corporation is hereby amended in respect of the financial statements
as follows:
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of business acquired, Titus Productions, Inc.
(beginning page F-1).
(b) Pro Forma financial information of business acquired is the same as
Item 7(a).
(c) Consent of the certifying accountants is attached hereto as Exhibit
23.1
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 NATIONAL FILM CORPORATION
Deno Paoli, President and CEO
DATED: March 31, 1998
Page 2
Financial Statements of business acquired
TITUS PRODUCTIONS, INC.
BALANCE SHEET
January 28, 1998 (Inceptions)
ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS
<S> <C>
Cash $ 5,000
Note receivable (Note 2) 45,000
Film costs and Program rights (Notes I and 2) 600,000
Total current assets 650,000
Organizational cost 2.000
Total $652,000
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CURRENT LIABILITIES
<S> <C>
Accounts payable $ 2,000
Deferred income (Note 1) 50,000
Total current liabilities 52,000
Long-term debt (Notes 2 and 3) 300,000
</TABLE>
STOCKHOLDERS' EQUITY
Common stock, no par value, 10,000,000 Shares authorized,
1,000,000 shares issued and outstanding stated at 300,000
Total $652,000
See accompanying notes and accountants' report.
F-1
TITUS PRODUCTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
January 28, 1998 (Inception)
Titus Productions, Inc. (the, "Company') was incorporated in the State of
Nevada in January 1998. The Company 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.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting
The Company's financial statements are presented in accordance with
generally accepted accounting principles.
Film Costs and Program Rights
Film costs and program rights ("project costs") 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 deferred and amortized by the
"individual-film-forecast-computation method" as required by Statement of
Financial Accounting Standards No. 53.
Revenue Recognition
The Company derives revenues primarily from two sources:
(a) Providing production services to third parties.
(b) 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.
2. RELATED PARTY TRANSACTIONS
The Company bad certain transactions in the ordinary course of business
with directors and employees. Television and motion pictures scripts
valued at $600,000 were sold to or contributed to the Company by officers
and directors in exchange for notes payable of $300,000 and 1,000,000
shares of common stock. Additionally, the Company entered into a $50,000
production contract with a limited partnership whose general partner is an
officer and director of the Company. In exchange, the Company received a
note receivable of $45,000 bearing interest at 8%, all interest and
principle is due and payable in January 1999.
3. LONG-TERM DEBT
The Company has two notes payable bearing interest of 8% which are due in
January 2000.
No payments of principle or interest are due until maturity.
F-2
Dambly, Finch & Company
Certified Public Accountants
The Board of Directors
Titus Productions, Inc.
Emeryville, California
We have reviewed the accompanying balance sheet of Titus Productions, Inc.
a Nevada Corporation as of January 28, 1998 (Inception), in accordance
with standards established by the American Institute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of Titus Productions, Inc.
A review consist principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially
less in scope than an audit in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them
to be in conformity with generally accepted accounting principles.
Dambly, Finch & Company
March 11, 1998
4000 WESTERLY PLACE 0 SUITE 110 0 NEWPORT BEACH, CA 92660
TEL (714) 263-1070 * FAX (714) 263-1247
F-3
Exhibit 23.1
Dambly, Finch & Company
Certified Public Accountants
March 23, 1998
Board of Directors
Titus Productions, inc.
6363 Christie Avenue, Unit 411
Emeryville, CA 94608
Gentlemen:
Pursuant to your request, this letter is to confirm our consent to the
inclusion of our reviewed financial statements for Titus Productions,
Inc., dated March 23, 1998, in your 8-K filing for United National Film
Corp.
If you have any questions, please contact me at your earliest convenience.
Very truly yours,
Peter D. Finch
Partner
4000 Westerly Pl., Suite 110, Newport Beach, CA 92660 Tel (714) 263-1070 -
Fax (714) 250-1870
