<PAGE>
To Become Effective Upon Filing Pursuant to Rules 464 and 456.
As filed with the Securities and Exchange Commission on October 25, 1999.
File No. ________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S - 8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________
UNITED NATIONAL FILM CORPORATION
(exact name of issuer as specified in its charter)
Colorado 84-1092589
(State or other Jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
6363 Christie Avenue, Unit 601
Emeryville, California 94608
(Address of principal executive offices) (Zip Code)
_______________
1999 CONSULTING AGREEMENT WITH DONALD R. YU ET ALIA
(full title of the plan)
_______________
Walter C. Natham Copy to: Richard J. Hockert, Esq.
1763 S. Glen Cove P.O. Box 797664
Denver, Colorado 80222 Dallas, TX 75379-7664
(303) 759- 1139
(Name and address of agent for service)
Approximate date of commencement of proposed sale to the public.
AS SOON AS POSSIBLE AFTER THE REGISTRATION STATEMENT IS EFFECTIVE.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered<F1> share <F1> price <F1> fee <F1>
Common Stock
($.001 par value) 645,000 $ .175 $112,875 $100.00
<F1> Pursuant to Rule 457 (h) and Rule 457 (c), the maximum offering price
was calculated based upon the average of the bid ($.10) and asked ($.25)
price of the Registrant's Common Stock in the over-the-counter market on
October 21, 1999. The registration fee represents the minimum prescribed fee.
<PAGE>
UNITED NATIONAL FILM CORPORATION
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
and Caption Caption in Prospectus
1.Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page Statement and Cover Page of
of Prospectus; Part I, Item 1 Prospectus; full title of
the plan
2.Inside Front and Outside Back Inside and Outside Cover
Cover Pages of Prospectus Page of Prospectus
3.Part I, Item 2 Available Information
4.Summary Information, Risk Factors Risk Factors
and Ratio of Earnings to Fixed Charges
5.Use of Proceeds; Determination of Use of Proceeds
Offering Price
6.Dilution Dilution.
7.Selling Security Holders Sales by Selling Security Holders
8.Plan of Distribution Cover Page of Prospectus, Sales by
Selling Security Holders, and Plan of
Distribution
9.Part II, Item 3, Incorporation of Part II, Item 3,Incorp. of
Certain Information by Reference Documents by Reference
10.Part II, Item 4, Description of Description of Securities;
Securities to be Registered Consulting Agreement
11.Part II, Item 5, Interests of Legal Matters
Named Experts and Counsel
12.Material Changes Not Applicable
13.Disclosure of Commission Position Part II Item 6,
on Indemnification for Securities Indemnification of;
Act Liabilities, Part II, Item 6 Directors and Officers
14.Part II, Item 8 Exhibits, Opinion of
Counsel
15.Part II, Item 9 Part II, Item 9,Undertakings.
<PAGE>
PROSPECTUS
UNITED NATIONAL FILM CORPORATION
645,000 Shares of Common Stock
(0.001 par value)
Issued Pursuant to Consulting Agreements with Donald R. Yu et alia.
This Prospectus is part of a Registration Statement which we are filing
to register an aggregate 645,000 shares of Common Stock, $.001 par value
of United National Film Corporation of which 400,000 have been issued to
Donald R. Yu and others in return for performing certain consulting duties;
195,000 have been issued to Richard J. Hockert, Esq. in return for
performing certain legal work and 50,000 have been issued to
George P. Eshoo, Esq, in return for performing certain legal work.
The shares may be offered by the selling security holders from time to
time in open market transactions (which may include block transactions)
or otherwise on the Electronic Bulletin Board ("Bulletin Board") of the
National Association of Securities Dealers ("NASD") or in private
transactions at prices relating to prevailing market prices or at
negotiated prices.
The shares of common stock of the Company have been re-listed and began
trading on the Bulletin Board under the symbol "UTNF" as of October 21, 1999.
We are an independent film company engaged in the acquisition, development,
Production and distribution of low cost films throughout the United States
and Europe.
In this prospectus, the terms "Company," "we," "our," and "us" refer to
United National Film Corporation. The term "you" refers to a prospective
investor. The term "shares" or consultant shares" refers the shares being
registered and sold by the consultants.
You should rely only on the information contained in this prospectus or to
which we have referred you. We have not authorized anyone to provide
you with information that is different. This document may be used only
where it is legal to sell these securities. The information in this
prospectus may only be accurate on the date of this prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus is October 25,1999.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission. Such reports, proxy statements and
other information filed with the Commission can be inspected
and copied at the public reference facilities of the Commission at Room
1024, 450 Fifth Street, NW, Judiciary Plaza, Washington, D.C. 20549. Copies
of this material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at 450 Fifth
Street, NW, Washington, D.C. 20549. The Company's Common Stock is traded in
the over-the-counter market on the OTC Bulletin Board under the symbol "UTNF".
The Company has filed with the Commission a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, with respect to an
aggregate of 645,000 shares of the Company's Common Stock, to be issued to
consultants of the Company pursuant to the Consulting Agreements. In
accordance with the rules and regulations of the Commission, this
Prospectus, which is Part I of the Registration Statement, omits certain
information contained in the Registration Statement.
For further information with respect to the Company and the shares of the
Common Stock offered by this Prospectus, reference is made to the
Registration Statement, including the exhibits thereto. Statements in this
Prospectus and to any document are not necessarily complete. A copy of the
Registration Statement, with exhibits, may be obtained from the
Commission's office in Washington, D.C. (at the above address) upon payment
of the fees prescribed by the rules and regulations of the Commission, or
examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, September 30,1998 and December 31, 1998;
3. The Company's 8-K dated February 10, 1998 as amended April 1, 1998.
All reports and documents filed by the Company pursuant to Section 13, 14
or 15 (d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all Securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the
respective date of filing of such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
content that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement modified or
superseded shall not be deemed, except as so modified or superseded, to
<PAGE>
constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any
or all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Written requests for such copies should be directed to the
Corporate Secretary at the address for the Company listed in this Prospectus.
THE COMPANY
United National Film Corporation (formerly known a Riverside Capital, Inc.)
was formed under the laws of the State of Colorado on July 19, 1988, in
order to evaluate, structure and complete a merger with, or acquisition of,
prospects consisting of private companies, partnerships or sole
proprietorships.
On February 28, 1989, the Company completed a public offering of 20,500,000
Units at an offering price of $.01 per Unit. Each Unit consisted of one
share of the Company's no par value common stock and three Class A Common
Stock Purchase Warrants. Each A Warrant entitled the holder to purchase,
at a price of $.02, one share of Common Stock and one Class B Common Stock
Purchase Warrant until December 22, 1992. Each B Warrant entitled the
holder to purchase one share of Common Stock at $.05 per share until
December 22, 1992. The proceeds to the Company from its initial public
offering were approximately $159,089.
On March 2, 1989, the company made a $20,000 investment in Escalante Capital,
Inc.("Escalante"), a wholly owned subsidiary of the Company. Escalante did
not engage in any business activity and has been dissolved.
On June 19, 1989, the Company purchased an eighty percent (80%) interest in
Fortune Mint, Inc. ("Fortune") for $75,000 in cash, subsequently selling
all of its interest in Fortune to Heavenly Hot Dogs ("Heavenly") for a 90
day promissory note for $75,000 and 7,000,000 restricted shares of Heavenly
common stock. Heavenly defaulted on its note and the agreement to sell
Fortune to Heavenly was terminated.
Due to financial difficulties, Fortune closed down its activities and is no
longer manufacturing its mints. As of September 7,1990, the Company no
longer owned any interest in Fortune and has written off its investment.
On March 18, 1992, the Company acquired all of the issued and outstanding
shares of United National Film Corporation in exchange for an aggregate of
407,250,000 (after giving effect to a proposed one for two reverse split)
authorized but unissued shares of the common stock, no par value, of
Riverside Capital, Inc. United National Film corporation assisted
Riverside Capital, Inc. in a business combination which resulted in the
shareholders of United National Film Corporation owning together
approximately 90% of the then issued and outstanding shares of Riverside
Capital Inc.'s common stock and Riverside Capital
Inc. holding 100% of the issued and outstanding shares of United
National Film Corporation's common stock. No cash was acquired by either
corporation in this merger and the name of Riverside Capital, Inc. was changed
<PAGE>
to United National Film Corporation.
On February 10, 1998, the Company entered into a Stock Purchase and Exchange
Agreement with Titus Productions, Inc. ("Titus") et al. which provides for
the recapitalization of the Company through the adoption of a resolution to:
a) reverse split the common stock of the Company at the ratio of 1000:1;
b) issue 2,000,000 shares (post split) of the Company to Mr. Deno Paoli
and issue 2,000,000 shares (post split) of the Company to Mr. Ted Mortarotti
and Ms. Jody Mortara in equal proportions;
c) issue 50,000 shares of non-voting convertible preferred stock
(convertible into common voting stock at the ratio of 20:1) to Mr. Deno
Paoli and issue 50,000 shares of non-voting convertible preferred stock
(convertible into common voting stock at the ratio of 20:1) to Mr. Ted
Mortarotti and Ms. Jody Mortara in equal proportions;
d) acquire 1,000,000 shares of Titus Productions, Inc. (being all of
the issued and outstanding shares of Titus);
e) acquire all of the common voting shares of the Company owned by Mr.
Conrad Sprenger and Mr. Richard L. Bare and cancel such shares at no cost to
the Company; and
f) issue and register 1,000,000 shares of common voting stock to Donald
R. Yu et alia pursuant to the provisions of a Consulting Agreement and in
accordance with the Securities and Exchange Act of 1933 on Form S-8.
Pursuant to the Agreement, the Company acquired all of the capital stock of
Titus and the common voting shares of Mr. Conrad Sprenger and Mr. Richard L.
Bare in exchange for the distribution of the shares to Mr. Deno Paoli and Ms.
Jody Mortara. At the time of the exchange, Mr. Deno Paoli owned
approximately 36.6% of the issued and outstanding shares of the Company.
Mr. Ted Mortarotti and Ms. Jody Mortara each owned approximately 18.3% of
the issued and outstanding shares of the Company.
DESCRIPTION OF BUSINESS
The Company plans to produce small budget feature motion pictures. The
Company cannot guarantee that this goal will be accomplished, as financing
of motion pictures has historically been difficult.
The Company's inventory of screenplays and budgets are its only assets.
Through a process known in the industry as "packaging", the Company will
attempt to secure directors and actors to be attached to the various
screenplays at which time the plan is to attempt to finance each package.
Sources of capital are the major film studios and distribution companies
and Limited Partnerships or Private Placements. There is no assurance
that the price of the Company's common stock will increase.
RISK FACTORS
Investing in our common stock will provide you with an equity ownership
In our company. Your investment will be subject to risks inherent in our
Business. The trading price of your shares will be affected by the
Performance of our business relative to, among other things, competition,
market conditions and general economic and industry conditions. The
value of y9our investment may decrease, resulting in a loss. You should
carefully consider the following factors as well as other information
contained in this prospectus before deciding to invest in shares of our
common stock. This prospectus contains forward-looking statements. Our
<PAGE>
actual results may differ materially from those projected in the forward-
looking statements as a result of any number of factors including the
risk factors set forth below.
BECAUSE WE HAVE A LIMITED OPERATING HISTORY, OUR FUTURE OPERATING
RESULTS ARE DIFFICULT TO FORECAST. ANY FAILURE TO ACHIEVE PROFITABILITY
IN THE FUTURE MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
We are a development stage company and, as such, are subject
to all of the risks inherent in the establishment of a new business
enterprise, including the absence of an operating history,
lack of market recognition for its products and the need to develop new
banking and financial relationships. We have not yet demonstrated
an ability to finance and profitably operate using the concepts and business
plan stated herein.
WE MAY NOT ACHIEVE PROFITABLE OPERATIONS.
There can be no assurance that, even if we are successful in acquiring film
scripts, shooting, producing and distributing the type of movies which we
choose, that such operations will be profitable.
WE MAY HAVE DIFFICULTY FINANCING OUR PLANNED GROWTH.
We are reliant upon funding from sources other than operations, primarily
loans from shareholders and private sales of restricted securities, for
our continued viability and growth. There can be no assurance that we will
be able to continue to raise such funds in the future, in which event our
future viability would be doubtful.
WE ARE VULNERABLE TO THE VALIDITY AND ENFORCEMENT OF INTELLECTUAL PROPERTY
RIGHTS.
Our business strategy is to produce, shoot and distribute movies based on
screenplays, scripts and other intellectual property rights that we hold.
Although we are confident of our rights to such property, there can be no
assurance that claims to such intellectual property rights will not be made
by unaffiliated third parties.
WE DO NOT HAVE A PRIOR TRADING MARKET FOR THE COMMON SHARES.
For a period of five years prior to this offering there has been no public
market for the Company's Common Stock and there can be no assurance that an
active market will develop or be sustained.
WE DEPEND ON CERTAIN KEY PERSONNEL.
We are greatly dependent on the services and efforts of our executive and
operating officers. The loss of one or more of our executive and operating
officers could have a material adverse effect on our operations.
A SMALL NUMBER OF EXISTING STOCKHOLDERS CONTROL OUR COMPANY.
Following the completion of this offering, the existing shareholders will
continue to own approximately 92% of the outstanding Common Stock,
consequently, the existing shareholders will remain in a position to elect
<PAGE>
all the members of the Board of Directors and otherwise exert significant
influence over the Company.
THIS OFFERING WILL DILUTE THE VALUE OF THE STOCK.
Investors participating in this offering will incur some dilution
of their investment as it relates to the resulting net tangible book value
of our capital stock after the completion of the offering.
WE DO NOT DETERMINE THE PUBLIC OFFERING PRICE OF OUR SHARES.
The public bid and offering price of the shares is determined by the market
makers for the Company and is not necessarily related to our asset value,
net worth or other established criteria of value.
WE HAVE A DISCRETIONARY AUTHORITY TO ISSUE PREFERRED STOCK.
Our Certificate of Incorporation authorizes the issuance of "blank check"
preferred stock with such designations, rights and preferences as may
be determined from time to time by our Board of Directors. Accordingly,
our Board of Directors is empowered, without shareholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting or other
rights which could adversely effect the voting power or other rights of the
holders of our common stock. In the event of issuance, the preferred stock
could be utilized, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company, which could have
the effect of discouraging bids for the Company and, thereby, prevent
shareholders from receiving the maximum value for their shares.
WE DO NOT PLAN TO PAY DIVIDENDS.
We do not anticipate the payment of cash dividends on our common stock in
the foreseeable future.
OUR OFFICERS AND DIRECTORS HAVE LIMITED LIABILITY.
Our Certificate of Incorporation provides that the Company shall indemnify
our directors and officers against certain liabilities incurred with their
service in such capacities to the fullest extent permitted under Colorado
law. In addition, the Certificate of Incorporation provides that the
personal liability of our directors and officers and our stockholders for
monetary damages will be limited.
THE PRICE OF OUR SHARE COULD BE VOLATILE.
The trading prices of our common stock could be subject to wide fluctuations
in response to quarterly variations in operating results, our announcements
of material business events, the increase in the public "float" for our
common stock, from approximately 1,187,000 freely tradable shares to
approximately 1,832,000 freely tradable shares as a result of this offering,
and other events or factors or to general stock market volatility and
fluctuations in price and volume.
A LARGE NUMBER OF OUR OUTSTANDING SHARES MAY BE SOLD INTO THE MARKET
IN THE NEAR FUTURE WHICH COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK
<PAGE>
TO DROP SIGNIFICANTLY, EVEN IF OUR BUSINESS IS DOING WELL.
As of October 25, 1999, we had 6,186,983 shares of common stock issued and
outstanding, of which only approximately 1,187,000 are freely tradable
shares. Upon the effective date of this offering, an additional 645,000
shares will be freely tradable, for a total of approximately 1,832,000.
All other outstanding securities are and will be restricted securities as
that term is defined in the Securities Act of 1933, as amended, and in the
future may be sold only in compliance with Rule 144 of such act. In
general, under Rule 144, a person who has beneficially owned restricted
shares of the Company for at least one year (including any person who may
be deemed to be an affiliate of the Company) is entitled to sell in normal
brokerage transactions during the periods when information regarding the
Company is publicly available, within any three-month period, an amount of
shares that does not exceed the greater of a) the average weekly trading
volume of the Company's shares during the four calendar weeks immediately
preceding such sale or b)one percent of the total shares of the Company
then outstanding.
A person who has not been an affiliate of the Company for the three months
prior to a sale and who has held restricted shares for at least two years
would be entitled to sell such shares without restriction. Sales of our
common stock by present stockholders pursuant to Rule 144 or otherwise,
may, in the future, have a depressive effect on the price of the common stock.
OUR SHARES ARE SUBJECT TO PENNY STOCK REGULATION.
The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny-stocks".
Penny stocks generally are equity securities with a price less than $5.00
per share, other than securities registered on certain national securities
exchanges or listed on NASDAQ-Small Cap. The penny stock rules require that
a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, deliver a standardized risk disclosure document
prepared by the Commission that provides information about penny stocks and
the nature and level of risks in the penny stock market. The broker-dealer
also must provide the customer with current bid and offer quotations from
the penny stock, the compensation of the broker-dealer and its salesperson
in the transaction and monthly account statements showing the market value
of each penny stock held in the customer's account. The bid and offer
quotation, and the broker-dealer and salesperson compensation information
must be given to the customer orally or in writing prior to effecting the
transaction and must be given in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the
broker-dealer must make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the
penny stock rules. Since, at this time, the Company's securities fall
under the definition of penny stocks, Investors in the offering may find it
more difficult to sell such securities.
<PAGE>
CONSULTING AGREEMENT
The Company entered into a consulting agreement ("Consulting Agreement")
dated November 18, 1998 by and between Donald R. Yu (the "Consultant") and
the Company pursuant to which the Company agreed to issue to Donald R.
Yu et alia 645,000 shares (the "Consultant Shares") of common voting stock
of the Company in consideration for certain consulting services to be
provided to the Company over an anticipated one year period commencing with
the date of the Consulting Agreement. Under the terms of the Consulting
Agreement, the Consultant is to provide the following consulting services
on behalf of the Company (i) identification, evaluation, structure,
negotiation and of business acquisitions, consolidations, mergers and
strategic alliances; and (ii) technical and analytical consulting
concerning management, marketing, corporate organization and structure, and
expansion of services. The Company has issued the Consultant Shares to
Consultants in exchange for performance under the Consulting Agreement.
The Company is registering those shares pursuant to this Registration
Statement and Prospectus. As of the issuance of the Consultant Shares, the
following Consultants were issued the respective shares from the Company as
indicated next to their names:
<TABLE>
<CAPTION>
Consultant Number of Shares
<S> <C>
Mr. Donald R. Yu 400,000
Richard J. Hockert 195,000
George P. Eshoo 50,000
</TABLE>
RESTRICTIONS UNDER SECURITIES LAWS
The sale of any shares of Consultant Shares must be made in compliance with
federal and state securities laws. Officers, directors and 10% or greater
stockholders of the Company, as well as certain other persons or parties who
may be deemed to be "affiliates" of the Company under the Federal
Securities Laws, should be aware that resales by affiliates can only be
made pursuant to an effective Registration Statement, Rule 144 or any other
applicable exemption. Officers, directors and 10% and greater stockholders
are also subject to the "short swing" profit rule of Section 16(b) of the
Securities Exchange Act of 1934. Section 16(b) of the Exchange Act
generally provides that if an officer, director or 10% and greater
stockholder sold any Common Stock of the Company acquired pursuant to the
exercise of a stock option or warrant, he would generally be required to
pay to the Company any "profits" resulting from the sale of the stock and
receipt of the stock option. Section 16(b) exempts all option exercises
from being treated as purchases and, instead, treats an option grant as a
purchase of the underlying security, which grant/purchase may be matched
with any sale of the underlying security within six months of the date of
grant.
FEDERAL INCOME TAX EFFECTS
The following discussion applies to the Consultant Shares issued under the
Consulting Agreement and is based on federal income tax laws and regulations
in effect on December 31, 1997. In connection with the issuance of
<PAGE>
Consultant Shares any compensation payable to the Consultant under the
Consulting Agreement, the Consultant must include in gross income the
excess of the fair market value of the property received over the amount,
if any, paid for the property in the first taxable year in which the
Consultant's beneficial interest in the property either is transferable or
is not subject to a substantial risk of forfeiture.
A substantial risk of forfeiture exists where rights and property that have
been transferred are conditioned, directly or indirectly, upon the future
performance (or refraining from performance) of substantial services by any
person, or the occurrence of a condition related to the purpose of the
transfer, and the possibility of forfeiture is substantial if such condition
is not satisfied. Consultant Shares received by a person who is subject to
the short swing profit recovery rule of Section 16(b) of the Securities
Exchange Act of 1934 is considered
subject to a substantial risk of forfeiture so long as the sale of such
property at a profit could subject the stockholder to suit under that
section. The rights of the Consultant are treated as transferable if and
when the Consultant can sell, assign, pledge or otherwise transfer any
interest in the Consultant Shares to any person. Inasmuch as the Consultant
would not be subject to the short swing profit recovery rule of Section
16(b) of the Securities Exchange Act of 1934 and the Consultant Shares,
upon receipt following satisfaction of condition prerequisites to receipt,
will be presently transferable and not subject to a substantial risk of
forfeiture, the Consultant would be obligated to include in gross income
the fair market value of the Consultant Shares received once the conditions
to receipt of the Consultant Shares are satisfied.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security Holder,
the amount of shares of Common Stock held directly or indirectly, the
maximum amount of shares of Common Stock to be offered by the Selling
Security Holder, the amount of Common Stock to be owned by the Selling
Security Holder following sale of such shares of Common Stock and the
percentage of shares of Common Stock to be owned by the Selling Security
Holder following completion of such offering (based on 6,186,983 shares of
Common Stock of the Company outstanding at June 30, 1999).
<TABLE>
<CAPTION>
Name of Selling Number of Shares to Owned After Percentage
Security Holder Shares owned be Offered Offering Owned
<S> <C> <C> <C> <C>
Donald R. Yu 600,000 400,000 200,000 *
Richard J. Hockert 375,000 195,000 180,000 *
George P. Eshoo 100,000 50,000 50,000 *
</TABLE>
* Less than Five Percent
RESTRICTIONS ON RESALE
<PAGE>
There are no restrictions on resale which would prevent any or all of the
Selling Security Holders from reselling some or all of their shares of
Common Stock.
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Security Holders from time to time
in open market transactions (which may include block transactions) or
otherwise on the Bulletin Board or in private transactions at prices
relating to prevailing market prices or at negotiated prices. The Selling
Security Holders may effect such transactions by selling Shares to or
through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Security Holders and/or the Purchasers of shares for whom such broker-
dealer may act as agent or to whom they sell as principal or both (which
compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Security Holders and any broker-dealer
acting in connection with the sale of the Shares offered hereby may be
deemed to be "underwriters" within the meaning of the Securities Act, in
which event any discounts, concessions or commissions received by them,
which are not expected to exceed those types of transactions involved, or
any profit on resales of the Shares by them, may be deemed to be
underwriting commissions or discounts, under the Securities Act. The
Company will not receive any proceeds from the sale of the Shares.
The costs, expenses and fees incurred in connection with the registration of
the Shares will be paid by the Company.
DESCRIPTION OF SECURITIES
The Company is currently authorized to issue up to 30,000,000 shares of Common
Stock, $.001 par value, of which 6,186,983 shares were outstanding as of June
30, 1999. The Company is also authorized to issue up to 3,000,000 shares of
Preferred Stock, $.01 par value, of which 100,000 shares are issued and
outstanding as of June 30, 1999.
Common Stock
Subject to the dividend rights of the holders of preferred stock, upon any
subsequent authorization thereof, holders of shares of Common Stock are
entitled to share, on a ratable basis, such dividends as may be declared by
the Board of Directors out of funds legally available therefor. Upon
liquidation, dissolution or winding up of the Company, after payment to
creditors and holders of preferred stock that may be outstanding, the assets
of the Company will be divided pro rata on a per share basis among the
holders of the Common Stock.
Each share of Common Stock entitles the holders thereof to one vote. Holders
of Common Stock do not have cumulative voting rights which means that the
holders of more than 50% of the shares voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event,
the holders of the remaining shares will not be able to elect any Directors.
The By-Laws of the Company require that only one-third of the issued and
outstanding shares of Common Stock of the Company need be represented to
Constitute a quorum and to transact business at a stockholders' meeting.
The Common Stock has no preemptive, subscription or conversion rights and
is not redeemable by the Company.
<PAGE>
Preferred Stock
On February 10, 1998, the Company designated 100,000 shares of its Preferred
Stock, par value $.01, as "Series A Convertible Preferred Stock" (the "Series
A Preferred Stock") . The Series A Preferred Stock has no dividend or
preemptive rights and is not be subject to a right of redemption on the part
of the Company at any time. Holders of the Series A Preferred Stock have
the right, at their option, to convert each share of Series A Preferred
Stock into Common Stock, calculated as to each conversion to the nearest
share at any time at a conversion ratio of twenty (20) shares of the Common
Stock for each share of Series A Preferred Stock, No fractional share or
scrip representing a fractional share will be issued upon conversion of the
Series A Preferred Stock. In the event of any reclassification, merger
consolidation or change of shares of the Series A Preferred Stock and/or
the Common Stock, the Company shall make adjustments to the conversion
ratio which shall be as nearly equivalent to that stated above as my be
practical. The Series A Preferred Stock is subject to adjustment in certain
events, including:
(i) the issuance of capital stock as a divided or distribution on Common
Stock,
(ii) subdivision, combinations, reverse stock splits and reclassification
of the Common Stock,
(iii) the fixing of a record date for the issuance to all holders of
Common Stock of rights or warrants entitling them (for a period expiring
within 45 days of such record date) to subscribe for Common Stock, and
(iv) the fixing of a record date for the distribution to all holders of
Common Stock of evidence of indebtedness or assets (other than cash
dividends) of the Company's or subscription rights or warrants (other than
those referred to above).
The Series A Preferred Stock does not have any voting rights except that
the consent of the holders of at least a majority of all of the Series A
Preferred Stock at the time outstanding shall be necessary to change, alter
or revoke the rights and preferences conferred on the Series A Preferred
Stock by the Certificate of Incorporation or any resolutions corollary
thereto or to adopt any amendment to the Certificate of Incorporation which
materially adversely affects the rights of the holders of the Series A
Preferred Stock.
In the event of the liquidation, dissolution or winding up of the Company,
holders of the Series A Preferred Stock shall be entitled to receive, after
due payment or provision for payment for the debts and other liabilities of
the Company, a liquidating distribution before any distribution may be made
to holders of Common Stock of the Company. The holders of the Series A
Preferred Stock outstanding shall be entitled to receive an amount equal to
the greater of $.01 per share, or the liquidation payment per share of
Common Stock multiplied by a factor of 20, plus declared dividends to the
date of the final distribution, whether or not such liquidation,
dissolution or winding up is voluntary or involuntary on the part of the
Company. Any shares of the Series A Preferred Stock which at any time
have been redeemed or converted, shall, after such redemption or
conversion, be automatically retired and shall have the status of
authorized but unissued shares of Preferred Stock, without designation as
to class or series, until such shares are once more designated as
<PAGE>
part of a particular class or series by the Board of Directors.
Over-the-Counter Market
The Company's Common Stock is traded on the over-the-counter market on the
OTC Bulletin Board of NASDAQ under the symbol "UTNF" as of October 21, 1999.
A market in the stock is made by ACAP Financial, Inc., 47 West 200 S., Suite
101, Salt Lake City, Utah 84101, under the symbol "UTNF" with a trading range
of $.10 to $.25. This market maker represents the only established public
trading market for the Company's securities.
Transfer Agent
The Company's Transfer Agent is Corporate Stock Transfer whose address is
370 17th Street, Suite 2330, Denver, Colorado 80202-4611.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by George P. Eshoo, Esq. George
P. Eshoo, Esq. owns 100,000 shares of the Company's common stock (of which
50,000 shares are included in this offering).
EXPERTS
The financial statements of the Company appearing in the Company's Annual
Report on Form 10-K for the year ended June 30, 1999 has been incorporated
by reference in this Prospectus and Registration Statement in reliance on
the report of Feldman Sherb Horowitz & Co., P.C., independent accountants,
upon the authority of said firm as experts in accounting and auditing.
INDEMNIFICATION
Article VII of the Articles of Incorporation of the Company provides as
follows:
"The Corporation shall indemnify to the fullest extent permitted by the
Colorado Statues which apply to corporations, as may be amended from time
to time, any director or officer of the Corporation who is a party to or
who is threatened to be made a party to any proceeding which is a
threatened, pending or completed action or suit brought against said
officer or director in his official capacity. The Corporation shall not
indemnify any director or officer in any action or suit, threatened,
pending or completed, brought by him against the Corporation, in the event
the officer or director is not the prevailing party. Indemnification of
any other persons, such as employees or agents of the Corporation, serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall be determined in the sole and absolute discretion of the
Board of Directors of the Corporation."
----------------------
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATNIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
<PAGE>
THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSANTCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICATION OF AN
OFFER TO BUY THE SHARES OF COMMON STOCK OFFERRED HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANY ONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
-------------------------
OCTOBER 25, 1999
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. PLAN INFORMATION
The information required by Part II, Item 1 is included in documents
sent or given to the participants in the Consulting Agreements
with Don Yu et alia.
Item 2. REGISTRANT INFORMATION
The information required by Part II, Item 2 is included in documents
sent or given to the participants in the Consulting Agreements
with Don Yu et alia.
Item 3. Incorporation of Documents by Reference
The documents listed in (a) through (f) below are incorporated by reference
in this Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a). 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of
a post effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and
to be part hereof from the date of filing of such documents.
(a) The Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act, for the fiscal year ended June 30, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30,1998.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31,1998.
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31,1999.
(e) All other reports filed pursuant to Section 13 (a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.
(f) The description of the Common Stock of the Company which is contained
in a Registration Statement filed under the Exchange Act, including any
<PAGE>
amendment or report filed for the purpose of updating such description.
Item 4. Description of Securities
A description of the Registrant's securities as set forth in the Prospectus
is incorporated as a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by George P. Eshoo, Esq. George
P. Eshoo, Esq. owns 100,000 shares of the Company's common stock (of which
50,000 shares are included in this offering).
Item 6. Indemnification of Directors and Officers
Article VII of the Articles of Incorporation of the Company provides as
follows:
"The Corporation shall indemnify to the fullest extent permitted by the
Colorado Statues which apply to corporations, as may be amended from time
to time, any director or officer of the Corporation who is a party to or
who is threatened to be made a party to any proceeding which is a
threatened, pending or completed action or suit brought against said
officer or director in his official capacity. The Corporation shall not
indemnify any director or officer in any action or suit, threatened,
pending or completed, brought by him against the Corporation, in the event
the officer or director is not the prevailing party. Indemnification of
any other persons, such as employees or agents of the Corporation, serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall be determined in the sole and absolute discretion of the
Board of Directors of the Corporation."
Insofar as indemnification for liabilities arising under the Act may be
permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a Director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such Director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy an expressed in the Act and
will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed
Inasmuch as the Consultants that received the Consultant Shares were
knowledgeable, sophisticated and had access to comprehensive information
relevant to the Registrant, such transaction was undertaken in reliance on
the exemption from registration provided by Section 4(2) of the Act. As a
<PAGE>
condition precedent to such grant, the Consultants were required to express
an investment intent and consent to the imprinting of a restrictive legend on
each stock certificate to be received from the Registrant except upon sale
of the shares of Common Stock pursuant to a registration statement.
Item 8. Exhibits
Exhibit Description
(4) Consulting Agreements and amendments thereto.
(5.1) Opinion of George P. Eshoo, Esq. relating to the issuance of shares
of securities pursuant to the above Consulting Agreement.
(23.1) Consent of Auditors.
(23.2) Consent of legal counsel is included in the opinion filed as exhibit
(5) hereto.
Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(b) That, for the purposes of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(c) To remove from registration by means of a post effective amendment any
of the securities being registered which remain unsold at the Termination
of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13 (a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Act may be
permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
<PAGE>
expenses incurred or paid by a Director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such Director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONALBE GROUNDS TO BELIEVE THAT IT MEETS ALL OF
THE REQUIEMENTS FOR FILING THIS REGISTRATION STATEMENT ON FORM S-8 AND HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF EMERYVILLE, STATE OF
CALIFORNIA ON OCTOBER 25, 1999.
UNITED NATIONAL FILM CORP.
(Registrant)
By: /s/ Deno Paoli
Chairman/CEO
Date: October 25, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
Directors of United National Film Corporation, hereby severally constitute
Deno Paoli, as our true and lawful attorney with full power to sign for us
and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and Directors to enable United National Film
Corporation to comply with the provisions of the Securities Act of 1933,
and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
UNITED NATIONAL FILM CORP.
By: /s/ Deno Paoli By:/s/ Arthur Stashower
Chairman/CEO President, Director
Date: October 25, 1999 Date: October 25, 1999
By:/s/ Peter Finch
Secretary/Treasurer, Director
Date: October 25, 1999
<PAGE>
EXHIBIT (4)
Consulting Agreement - Donald R. Yu
AGREEMENT
This Agreement is entered into on the 18th day of November, 1998 between
UNITED NATIONAL FILM CORPORATION (hereinafter referred to as UNFC) with a
principal place of business at 6363 Christie Avenue, Unit 601, Emeryville,
CA94608 and DONALD YU (hereinafter referred to as CONSULTANT) with a
principal place of business at 6363 Christie Avenue, Unit 411, Emeryville,
CA 94608.
1. WITNESSES
WHEREAS, CONSULTANT has acted as Special Advisor to the Board of Directors of
UNFC in various matters beneficial o UNFC and has received no monetary
remuneration for such services; and
WHEREAS, CONSULTANT has agreed to continue to act as a Special Advisor to
the Board of Directors of UNFC; and
WHEREAS, the parties are desirous of entering into this CONSULTING AGREEMENT
in accordance with the terms and conditions hereinafter set forth.
NOW THEREFORE in consideration of the promises and of mutual covenants and
conditions hereinafter contained, it is hereby agreed as follows:
2. SERVICES OF CONSULTANT
2.1 CONSULTANT shall advise and assist UNFC to maintain all Security
Exchange Commission (SEC) requirements including the filing of the mandated
forms, specifically 10-Q, 10-K and other forms required by SEC regulations.
2.2 CONSULTANT shall assist UNFC to obtain public relations firms to
support shareholder relations, to release company information through the
proper media including but not limited to PRN Newswire, special interest
market support groups and general support efforts associated with public
companies.
2.3 CONSULTANT shall provide the above identified services on an "AS
NEEDED" basis. Nothing contained herein shall obligate CONSULTANT to
provide a minimum number of consulting hours either computed on a weekly or
a monthly basis.
2.4 Nothing contained herein shall in any way restrict CONSULTANT from
providing similar services to other clients whether those clients are in
the same or different fields as UNFC.
3. COMPENSATION
3.1 As compensation for the services to be rendered by CONSULTANT, CONSULTANT
shall receive a total of 400,000 shares ("Shares) of UNFC's common stock.
The shares shall comprise of 400,000 shares of restricted Rule 144 shares.
CONSULTANT shall also receive $10,000 per month, to be accrue3d until such
time as UNFC has obtained funding for its operations, for a period of not
more than 12 months.
<PAGE>
4. REPRESENTATION AND INDEMNIFICATION BY UNFC
4.1 UNFC shall be deemed to make a continuing representation of the accuracy
of any and all material facts, material information, and data which it
supplies to CONSULTANT and UNFC acknowledges its awareness that CONSULTANT
will rely on such continuing representation in disseminating such information
and otherwise performing its financial functions.
4.2 CONSULTANT in the absence of notice in writing from UNFC will rely on
continuing accuracy of material, information and data supplied by UNFC.
4.3 UNFC hereby authorizes CONSULTANT to issue, in CONSULTANT's sole
discretion, corrective, amendatory, supplemental, or explanatory press
releases, shareholder communications and reports, or data supplied to
analysts, broker dealers, market makers, or other members of the financial
community.
4.4 UNFC hereby agrees to indemnify CONSULTANT against, and to hold
CONSULTANT harmless from, any claims, demands, suits, loss, damages, etc.
arising out of CONSULTANT's reliance upon the accuracy and continuing
accuracy of such facts, material, information and data, unless YU has been
grossly negligent in fulfilling his duties and obligations hereunder.
4.5 UNFC hereby agrees to indemnify CONSULTANT against, and to hold
CONSULTANT harmless from, any claims. demands, suits, loss, damages, etc.
arising out of CONSULTANT's reliance upon general availability of
information supplied to CONSULTANT and CONSULTANT's ability to promulgate
such information. unless CONSULTANT has been negligent in fulfilling his
duties and obligations hereunder.
5. REPRESENTATION AND INDEMNIFICATION BY CONSULTANT
5.1 CONSULTANT shall devote time and effort in performing services hereunder
as reasonably required and at reasonable times.
5.2 CONSULTANT agrees that he will not release or disseminate any information
pertaining to UNFC or its shareholders without providing UNFC with an advance
copy thereof and obtaining authorization for such release and dissemination.
5.3 CONSULTANT hereby agrees to indemnify UNFC against, and to hold harmless
from. Any claims. demands, suits, loss, and damages arising out of any
inaccurate statement or misrepresentation provided that such indemnification
shall not pertain to any information provide by or attributable to UNFC.
6. TERM
6.1 The Term of this Agreement shall begin upon execution of this agreement
and terminate twelve (12) months thereafter.
7. TERMINATION
7.1 This agreement may not be terminated by either party prior to the
expiration of the term except as follows:
7.1.1 Upon bankruptcy of either party,
<PAGE>
7.1.2 Upon either party having or applying for a receiver appointed for all or
a substantial part of such party's assets or business;
7.1.3 Upon a material breach by either party;
7.1.4 Upon the death of either party;
7.1.5 No such termination shall effect the receipt of consideration
theretofore received by the Consultant.
8. SELECTION OF ENTITIES
8.1 CONSULTANT in his sole and absolute discretion shall hire, retain, or
employ such individuals, corporations, partnerships or other entity or
entities to perform services as CONSULTANT deems necessary for performance
of obligation hereunder.
9. COSTS AND EXPENSES
9.1 All costs, expenses and compensation that CONSULTANT shall incur as
result of the aforementioned services on behalf of UNFC shall be the sole
responsibility of UNFC. However, no costs, expenses or compensation may be
incurred by CONSULTANT on behalf of PAOLI without first obtaining
authorization from UNFC for such expenditures.
10. PARTIES RELATIONSHIP
10.1 CONSULTANT shall not by reason of this agreement or the performance of
duties hereunder unless otherwise agreed between the parties, by or be deemed
to be, an employee, agent , partner, co-venturer or controlling person of
UNFC; CONSULTANT shall have no power to enter into any agreement on behalf of
or otherwise bind UNFC. CONSULTANT shall not have or be deemed to have, any
fiduciary duties or obligations to UNFC and is not an agent of UNFC. Neither
party to this agreement is intended to have any interest in the business or
property of the other.
11. ASSIGNABILITY
This agreement is not assignable by CONSULTANT but shall be assignable by
UNFC in connection with the sale. transfer or other disposition of its
business or to any of UNFC's affiliated controlled by or under common
control of UNFC.
12. SEVERABILITY
12.1 If any part of this agreement is adjudged invalid, illegal or
unenforceable, the remaining parts shall be enforceable.
13. PARAGRAPH HEADINGS
13.1 The headings of the paragraphs contained in this agreement are for
convenience only and are not to be considered a part of this agreement or
used in determining its content or context.
14. LAW
<PAGE>
14.1 Any dispute between the panics involving the interpretation or
application of any provision of this contract shall be governed by the laws
of the State of California. Venue will be in Alameda County California.
15. OTHER AGREEMENTS
15.1 The parties represent that no other agreement, oral or written, exist
between them. This agreement sets forth the entire agreement between the
parties hereto and cannot be modified or supplemented orally.
16. NOTICES
16.1 Any notice required or permitted to be given under this agreement shall
be sufficient if in writing and if sent by mail or via facsimile to the
principal office of the party to be so notified.
17. COUNTERPARTS
17.1 This agreement may be executed in two or more counter parts, each of
which shall be deemed an original but all of which shall constitute but one
agreement.
IN WITNESS HEREOF, the parties hereto, intending to be legally bound, have
executed this agreement on the date above.
DENO PAOLI,
Deno Paoli, Chairman/CEO
DONALD YU
Donald R. Yu
<PAGE>
Consulting Agreement - Richard J. Hockert, Esq.
CONSULTING AGREEMENT
This Agreement is made and entered into the 18th day of November, 1998 by and
between Richard J. Hockert, Esq., Dallas, Texas ("Consultant") and United
National Film Corporation, a Colorado corporation (hereinafter UTNF), upon
the following term and conditions.
RECITALS
WHEREAS, Consultant has acted as legal counsel in various legal matters
beneficial to UTNF and has received no monetary remuneration for such
services; and
WHEREAS, Consultant has agreed to continue to act as a consultant to serve
<PAGE>
UTNF for a period of twelve months from the date set out hereinabove on an
as needed basis subject to his sole approval of each proposed assignment in
the future and following such approval, to perform such services incidental
thereto provided that he is compensated therefor in a manner and amount
agreed upon between the parties; and
WHEREAS, UTNF has agreed to compensate Consultant for services as a legal
advisor;
NOW THEREFORE, for in consideration of Ten Dollars in hand paid and other
valuable consideration, the receipt and adequacy of which is hereby
acknowledged and confessed, the parties hereto agree as follows:
1. UTNF shall issue to Consultant Thirty Thousand (30,000) shares of S-8
common stock in UTNF without legend and One Hundred Twenty Thousand
(195,000) shares of 144 stock, restricted as to transfer in accordance with
Rule 144, for the services rendered by Consultant acting as legal counsel
to UTNF. UTNF agrees to file a form S-8 registration statement within six
months of the date hereof pursuant to which the 144 stock issued hereunder
shall be registered or shall be exchanged for shares which are registered
pursuant to such S-8 filing;
2. Consultant shall continue to act as legal counsel to the corporation for
so long as the Board of Directors of UTNF shall direct, subject to the
acceptance of each assignment by Consultant, until Consultant shall
resign from such capacity;
3. This Agreement may be enforced by both legal and equitable remedies.
Should litigation become necessary to enforce the rights of either party to
this Agreement, the prevailing party shall be entitled to recover all costs,
including reasonable attorney's fees and costs.
4. This Agreement sets forth all of the premises, covenants, agreements,
conditions and understandings between the parties hereto and supersedes all
prior and contemporaneous agreements and understandings, inducements and
conditions, express or implied, oral or written, except as herein contained.
This Agreement may not be modified other than by another agreement in writing
duly executed by the Parties hereto.
<PAGE>
5. This Agreement shall be governed by and construed in accordance with the
laws of the State of California. By entering into this Agreement, the
parties agree to the jurisdiction of the California courts with venue in
Alameda County, California.
6, The provisions of this Agreement shall be binding upon each of the parties
hereto and on their heirs executors, administrators, personal representatives
or other legal representatives.
IN WITNESS WHEREOF, the undersigned set their hands hereto as of the date
first written hereinabove.
UNITED NATIONAL FILM CORPRAT1ON
Deno Paoli, Chairman/CEO
RICHARD J. HOCKERT
Richard J Hockert, Esq.
<PAGE>
Consulting Agreement - George P. Eshoo, Esq.
Agreement with Eshoo Corporation
Dated November 18, 1998
AGREEMENT
This Agreement is made and entered into this 18th day of November, 1998 by
and between the Law Offices of George P. Eshoo, a professional corporation
(Eshoo Corporation), and United National Film Corporation, a Colorado
corporation (hereinafter UTNF), upon the following terms and conditions.
RECITALS
For consulting services rendered and services to be rendered, Eshoo
Corporation has acted as an independent consultant in various legal matters
beneficial to UTNF, and have received no monetary remuneration for these
services; and
Whereas, Eshoo Corporation has agreed to continue to act as a consultant to
serve UTNF for so long as UTNF desires on an as needed basis in the future
and to perform all services incidental thereto provided they are compensated;
and
Whereas, UTNF has agreed to compensate Eshoo Corporation for the services
as a legal advisor for such past services and for prospective services as
needed;
NOW THEREFORE, the parties agree as follows:
AGREEMENT
1. Following the registration of certain shares of common stock
pursuant to an S-8 registration, UTNF shall issue to Eshoo Corporation
Fifty thousand (50,000) shares of S-8 common stock in UTNF without legend
for the services rendered by Eshoo Corporation both in the past and to be
rendered in the future in acting as legal counsel to UTNF.
2. In exchange for the payment of such shares of stock, Eshoo
Corporation shall continue to act as legal counsel to the corporation for
so long as the Board of Directors of UTNF shall direct and/or until such time
as Eshoo Corporation shall resign in such capacity.
3. The parties agrees that this Agreement may be enforced by both legal
and equitable remedies including specific performance. Should litigation
become necessary to enforce the rights of either party to this Agreement,
the prevailing party shall be entitled to recover all cost, including
reasonable attorney's fees and costs.
4. This Agreement sets forth all of the premises, covenants, agreements,
conditions and understandings between the parties hereto, and supersedes all
prior and contemporaneous agreements and understandings, inducements or
conditions, expressed or implied, oral or written, except as herein contained.
<PAGE>
This Agreement may not be modified other than by another agreement in
writing duly executed by the parties hereto.
5. This Agreement shall be governed by and construed in accordance with
the laws of the State of Colorado. By entering into this Agreement, the
parties agree to the jurisdiction of the Colorado courts with venue in
Arapaho County.
6. The provisions of this Agreement shall be binding upon each of the
parties hereto and on their respective heirs, executors, administrators,
personal representatives or other legal representative.
UNITED NATIONAL FILM CORPRATION
Deno Paoli, Chairman/CEO
ESHOO CORPORATION
George P. Eshoo
<PAGE>
EXHIBIT (5)
LAW OFFICES OF GEORGE P. ESHOO FIRST INTERSTATE BANK BUILDING
TELEPHONE (415) 364-7030 702 MARSHALL STREET, SUITE 500
FACSIMILE (415) 364404 REDWOOD CITY, CALIFORNIA 94063
GEORGE P. ESHOO
October 19, 1999
United National Film Corporation
6363 Christie Avenue, Unit 601
Emeryville, CA 94608
RE: Registration Statement on Form S-8 for UTNF;
Common Stock Issued Pursuant to a plan named
"1999 Consulting Agreements With Donald R. Yu, et alia"
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the Securities
and Exchange Commission (the "Commission") with respect to the registration
by United National Film Corporation (the "Company") of a total of 645,000
shares of common stock, par value $.001 per share (the "Consultant's Stock"),
issued pursuant to consulting agreements with Donald R. Yu, et alia (the
"Agreements").
For the purpose of the opinions expressed hereinbelow, I have examined such
instruments and documents as I have deemed relevant or necessary with respect
to the due organization, validity and good standing of the Company and its
Articles and Bylaws, SEC filings and the corporate resolutions and agreements
executed in connection with the issuance, sale and delivery by the Company of
the Consultant's Stock. I have relied on the representations made to my by
the officers and directors of the Company and public officials. Without
knowledge to the contrary, I am relying on (i) the genuineness of all
signatures of and the legal capacity of all individuals; (ii) the
authenticity of all documents submitted as originals; and (iii) the
conformity to authentic original documents submitted as certified conformed,
telecopied, or photostatic copies.
Based on and subject to the foregoing and subject to the qualifications
stated hereinbelow, I am of the opinion that the issuance of the Consultant's
Shares has been duly authorized by all necessary corporate action on the part
of the Company and when issued in accordance with the terms of the Agreements
will be validly issued, fully paid and non-assessable. My opinion is subject
to the following qualifications. I am admitted to practice before the Bar of
the State of California only. In giving the opinions expressed herein, my
opinions are with respect to Federal law only. My opinion is qualified to
the extent that the enforcement of rights and remedies are subject to
bankruptcy, insolvency and other laws of general application affecting the
rights and remedies of creditors and security holders, and to the extent
that the availability of the remedy of specific enforcement or injunctive
relief is subject to the discretion of the court before which any proceeding
thereof may be brought. The opinions set forth herein are expressed as of
<PAGE>
the date hereof.
I hereby consent to the use of this opinion in the Registration Statement
on Form S-8 to be filed with the Commission.
Very truly yours,
LAW OFFICES OF GEORGE P. ESHOO
George P. Eshoo
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of United National Film Corporation of our report dated October
7, 1999 (which expresses an unqualified opinion), appearing in the Annual
Report on Form 10-K of United National Film Corporation for the year ended
June 30, 1999.
/s/ Feldman Sherb Horowitz & Co., P. C.
FELDMAN SHERB HOROWITZ & CO., P.C.
Certified Public Accountants
