FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                 For the Quarter Ended December 31, 2000

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________

 Commission file number: ___________

                    UNITED NATIONAL FILM CORPORATION

     (Exact name of Small Business Issuer as specified in its charter)

                 Colorado                           84-1092589
 (State or other jurisdiction of       (I.R.S. Employer Identification No.)
  incorporation or organization)

                            6363 Christie Avenue
                            Emeryville, CA 94608
               (Address of Principal Executive Offices)

                              (510) 653-7020
                    (Issuer's telephone number)

Check whether the issuer:   (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports),  and (2) has been subject to such filing requirements for the past 90 days.

Yes    X        No
The number of shares outstanding of the issuer's Common Stock, $.001 par
value, as of December 31, 2000 was 6,626,983 shares.
 

                     UNITED NATIONAL FILM CORPORATION

                                 INDEX

                                                                Page Number

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements
          Consolidated Balance Sheet as of December 31, 2000             2
          (unaudited)

          Consolidated Statements of Operations (unaudited) for the
          period ended December 31, 2000                                 3

          Consolidated Statements of Cash Flows (unaudited) for the
          period ended December 31, 2000                                 4

          Notes to the financial statements                             5-6

Item 2.   Management's discussion and analysis of financial
          condition and results of operations                             6

PART II - OTHER INFORMATION                                                6

Item 1    Legal Proceedings                                                6

Item 2    Changes in Securities                                            6

Item 3    Defaults Upon Senior Securities                                 6

Item 4    Submission of Matters to a Vote of Security Holders             7

Item 5    Other Information                                                7

Item 6.   Exhibits and Reports on Form 8-K                                7

Signature                                                                  7
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
PART 1       FINANCIAL INFORMATION

The condensed consolidated interim financial statements included herein
have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures made are adequate to make the
information disclosed not misleading.  It is suggested that the condensed
consolidated interim financial statements be read in conjunction with the
consolidated financial statement and the notes thereto included in the
Company Annual Report on Form 10-K for the year ended June 30, 2000.

The accompanying consolidated interim financial statements have been
prepared, in all material respects, in conformity with the standards of
accounting measurements set forth in Accounting Principles Board Opinion
No. 28 and reflect, in the opinion of management, all adjustments, which
are of a normal recurring nature, necessary to summarize fairly the
financial position and results of operations for such periods. The results
of operations for such interim periods are not necessarily indicative of
the results to be expected for a full year.
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

                     UNITED NATIONAL FILM CORP.
                  (A DEVELOPMENT STAGE ENTERPRISE)

                     CONSOLIDATED BALANCE SHEET
 
                           (UNAUDITED)
 

                                                December 31,    December 31,
                                                     2000         1999
ASSETS
CURRENT ASSETS:
     Cash                                  $         118           912
     TOTAL CURRENT ASSETS                  $         118           912

FILM COSTS AND PRODUCTION RIGHTS                  64,500         64,500

Total                                              64,618         65,412

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
      Accounts Payable                                 0             0
      Accrued Expenses                     $      10,400         5,000
      Note payable                                50,000        50,000
      TOTAL CURRENT LIABILITIES                   60,400        55,000

LOAN FROM SHAREHOLDER                              8,000         1,500

STOCKHOLDERS' EQUITY:
      Preferred stock - $.01 par,
      3,000,000 shares
      authorized, 100,000 Series A shares
      issued and outstanding and 21,500
      Series B issued and outstanding              1,215          1,000

      Common stock - $.001 par,
      30,000,000 shares
      Authorized, 6,626,983 shares
      issued and outstanding                        6,626         6,392

      Paid in capital                             205,313       133,538

      Accumulated deficit                        (209,372)     (132,018)

TOTAL STOCKHOLDERS' EQUITY                          3,782         8,912

                                             $      64,618        65,412
 
 

 
 

                   See notes to financial statements
 
 
 

                          UNITED NATIONAL FILM CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)

                       CONSOLIDATED STATEMENT OF OPERATIONS
 

                               Three Months ended        Three Months ended
                               December 31,2000          December 31, 1999

REVENUE                          $               0          $        0

COST OF REVENUES                                 0                   0

GROSS PROFIT                                     0                   0

EXPENSES:
    General and Administrative                 909                   0
 

NET LOSS                                       909                   0
BASIC LOSS PER SHARE                             0                   0
WEIGHTED AVERAGE SHARES OUTSTANDING      6,626,983            6,391,983
 
 
 
 
 
 
 
 
 
 
 
 

                      See notes to financial statements
 
 
 
 
 
 
 
 
 
 
 

                          UNITED NATIONAL FILM CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)

                     CONSOLIDATED STATEMENT OF CASH FLOWS

                                            Three months ended December 31,

                                                     2000              1999
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income (Loss)                              $(909)                0
 

     Changes in operating assets and liabilities:
         Decrease (increase) in accounts                0                0
                     Total adjustments:                 0                0

           NET INCREASE (DECREASE) IN CASH              0                0

CASH AT BEGINNING OF PERIOD                         1,027             1,823

CASH AT END OF PERIOD                               $ 118             1,823
 
 
 
 
 
 
 
 
 
 
 
 
 
 

                    See notes to financial statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

                      UNITED NATIONAL FILM CORP.
                   (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS
                           (UNAUDITED)

1. ORGANIZATION AND BUSINESS DESCRIPTION

United National Film Corp. ("the Company") is a Colorado corporation. 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires managementto make estimates and assumptions that effect 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 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. Cash Equivalents - The Company considers all highly liquid temporary cash investments, with an original maturity of three months or less when purchased,to be cash equivalents.

E. Revenue Recognition - The Company derived 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.
 
3. RELATED PARTY TRANSACTIONS

None.

 
4. NOTES PAYABLE

Pursuant to the acquisition of the screenplay titled, "Molly and Lawless
John", a note was issued for $50,000 which was due on January 15, 1999. The payment date on this note has been indefinitely extended by the holder of
the note.

5. LOANS DUE TO SHAREHOLDER

In April 1999, a non-interest bearing loan was made to the Company from the Chief Executive Officer in the amount of $1,500.  This note remains
outstanding.

6.  STOCK ISSUED.

100,000 shares of common stock were issued to Richard J. Hockert, Esq., in exchange for legal services.

7. GENERAL

Reference is made to the financial statements included in the Company's
Annual Report (Form 10-K) filed with the Securities and Exchange Commission for the year ended June 30, 2000.

The Company began its operation in February 1998.  The financial statements for the period ended December 31, 1999 are unaudited but include
all adjustments which, in the opinion of management, are necessary for a
fair presentation of the results of operations for the period then ended.
All such adjustments are of a normal recurring nature.  The results of
the Company's operations for any interim period are not necessarily
indicative of the results of the Company's operations for a full fiscal year.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The Company is a development stage enterprise with no expenses incurred
during the period.  The Company is engaged in active negotiations with a
potential funding source for one or more of its screenplays.  In addition,
the Company is continuing to seek funding for the distribution of its
children's animation film, "Snappy Sings", an educational short. The
Company is exploring the licensing of film rights to Internet broadcasting
companies and has discussed through third parties the suitability of
several films in the Western genre to which the Company has access. Funding for the Company is expected to take place during the year 2000.
 
PART II - OTHER INFORMATION
Item 1. Legal Proceedings

The Company has initiated legal proceedings to cancel certain stock certificates.  The basis of the lawsuit is the failure of the recipients of the stock certificates to deliver consideration for the shares. Settlement negotiations relating to the lawsuit are in progress.  The company anticipates that the lawsuit will be settled during the next fiscal year.

Item 2.  Changes in Securities.
None

Item 3.  Defaults Upon Senior Securities.
None
 
Item 4.  Submission of Matters to a vote of Security Holders.
None.

Item 5.  Other Information.
None.
 
Item 6.  Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 27.1 Financial Data Schedule, attached.
 (b)  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:   January 30, 2001
 
 
 
 

EX-27.1
FINANCIAL DATA SCHEDULE
ARTICLE 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2000 AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 OF
UNITED NATIONAL FILM CORPORATION, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.

MULTIPLIER 1
 
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-2000
<PERIOD-START>                             OCT-01-2000
<PERIOD-END>                               DEC-31-2000
<CASH>                                              118
<SECURITIES>                                          0
<RECEIVABLES>                                         0
<ALLOWANCES>                                          0
<INVENTORY>                                           0
<CURRENT-ASSETS>                                   118
<PP&E>                                                0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  64,618
<CURRENT-LIABILITIES>                           60,400
<BONDS>                                               0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                        121
<COMMON>                                          6,626
<OTHER-SE>                                       3,782
<TOTAL-LIABILITY-AND-EQUITY>                    64,618
<SALES>                                               0
<TOTAL-REVENUES>                                     0
<CGS>                                                 0
<TOTAL-COSTS>                                         0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                   (909)
<INCOME-TAX>                                          0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                             0
<NET-INCOME>                                      (909)
<EPS-PRIMARY>                                     (.00)
<EPS-DILUTED>                                     (.00)