UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

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(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended September 30, 2006

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the transition period from ______________ to _____________

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                       Commission File Number: 33-25350-FW


                        United National Film Corporation
        (Exact name of small business issuer as specified in its charter)

        Nevada                                                  84-1092589
(State of incorporation)                                (IRS Employer ID Number)

                     211 West Wall Street, Midland, TX 79701
                    (Address of principal executive offices)

                                 (432) 682-1761
                           (Issuer's telephone number)

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Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act 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 [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): YES [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: October 30, 2006: 27,751,500

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]

                        UNITED NATIONAL FILM CORPORATION

              Form 10-QSB for the Quarter ended September 30, 2006

                                Table of Contents


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

  Item 1 Financial Statements                                                 3

  Item 2 Management's Discussion and Analysis or Plan of Operation           11

  Item 3 Controls and Procedures                                             13

PART II - OTHER INFORMATION

  Item 1 Legal Proceedings                                                   13

  Item 2 Recent Sales of Unregistered Securities and Use of Proceeds         13

  Item 3 Defaults Upon Senior Securities                                     13

  Item 4 Submission of Matters to a Vote of Security Holders                 14

  Item 5 Other Information                                                   14

  Item 6 Exhibits                                                            14

SIGNATURES                                                                   14

                                       2

                                     PART I
ITEM 1 - FINANCIAL STATEMENTS

                        UNITED NATIONAL FILM CORPORATION
                                 BALANCE SHEETS
                           September 30, 2006 and 2005

                                   (UNAUDITED)



                                                                       September 30,       September 30,
                                                                           2006                2005
                                                                         ---------           ---------
                                                                                       
                                     ASSETS
CURRENT ASSETS
   Cash on hand and in bank                                              $   4,939           $      29
                                                                         ---------           ---------

      TOTAL CURRENT ASSETS                                                   4,939                  29
                                                                         ---------           ---------

TOTAL ASSETS                                                             $   4,939           $      29
                                                                         =========           =========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
CURRENT LIABILITIES
   Accounts payable - trade                                              $      --           $  23,448
   Accrued interest payable to shareholder                                   3,393                  --
   Loan from stockholder                                                   120,202              15,635
                                                                         ---------           ---------

      TOTAL CURRENT LIABILITIES                                            123,595              39,083
                                                                         ---------           ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
   Preferred stock - $0.0001 par value
     50,000,000 shares authorized
     None issued and outstanding                                                --                  --
   Common stock - $0.0001 par value
     100,000,000 shares authorized
     27,751,500 and 8,203,483 shares
       issued and outstanding, respectively                                  2,775                 820
   Additional paid-in capital                                              580,218             556,055
   Accumulated deficit                                                    (701,649)           (595,929)
                                                                         ---------           ---------

      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                (118,656)            (39,054)
                                                                         ---------           ---------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $   4,939           $      29
                                                                         =========           =========


   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       3

                        UNITED NATIONAL FILM CORPORATION
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                 Three months ended September 30, 2006 and 2005

                                   (UNAUDITED)



                                                         Three months           Three months
                                                            ended                  ended
                                                         September 30,          September 30,
                                                             2006                   2005
                                                         ------------           ------------
                                                                          
REVENUES                                                 $         --           $         --
                                                         ------------           ------------
EXPENSES
   General and administrative expenses                          5,667                     36
                                                         ------------           ------------
      TOTAL OPERATING EXPENSES                                  5,667                     36
                                                         ------------           ------------

INCOME (LOSS) FROM OPERATIONS                                  (5,667)                   (36)

OTHER INCOME (EXPENSE)
   Interest expense on stockholder loan                        (1,767)                  (391)
   Interest income                                                 26                     --
                                                         ------------           ------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                (7,408)                  (427)

PROVISION FOR INCOME TAXES                                         --                     --
                                                         ------------           ------------

NET LOSS                                                       (7,408)                  (427)

OTHER COMPREHENSIVE INCOME                                         --                     --
                                                         ------------           ------------

COMPREHENSIVE LOSS                                       $     (7,408)          $       (427)
                                                         ============           ============
Earnings per share of common stock
 outstanding computed on net loss -
 basic and fully diluted                                          nil                    nil
                                                         ============           ============
Weighted-average number of shares
 outstanding - basic and fully diluted                     27,751,500              8,203,483
                                                         ============           ============


   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       4

                        UNITED NATIONAL FILM CORPORATION
                            STATEMENTS OF CASH FLOWS
                 Three months ended September 30, 2006 and 2005

                                   (UNAUDITED)



                                                                              Three months       Three months
                                                                                 ended              ended
                                                                              September 30,      September 30,
                                                                                  2006               2005
                                                                                --------           --------
                                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the period                                                      $ (7,408)          $   (427)
   Adjustments to reconcile net loss to net
    cash provided by operating activities
       Depreciation and amortization                                                  --                 --
       Increase (Decrease) in
         Accounts payable - trade                                                     --                391
         Accrued interest payable on loan from stockholder                         1,767                 --
                                                                                --------           --------
NET CASH USED IN OPERATING ACTIVITIES                                             (5,641)               (36)
                                                                                --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES                                                  --                 --
                                                                                --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Cash received from note payable                                                 5,000                 --
                                                                                --------           --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                          5,000                 --
                                                                                --------           --------

INCREASE (DECREASE) IN CASH                                                         (641)               (36)

Cash at beginning of period                                                        5,580                 65
                                                                                --------           --------

CASH AT END OF PERIOD                                                           $  4,939           $     29
                                                                                ========           ========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
   Interest paid for the year                                                   $     --           $     --
                                                                                ========           ========
   Income taxes paid for the year                                               $     --           $     --
                                                                                ========           ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
   Note payable to shareholder converted to common stock                        $ 20,000           $     --
                                                                                ========           ========


   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       5

                        UNITED NATIONAL FILM CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

United National Film  Corporation (the Company) was formed under the laws of the
State of Colorado on July 19, 1988 as Riverside Capital, Inc.

On October  20,  2006,  the  Company  changed  its state of  incorporation  from
Colorado  to  Nevada  by means of a  merger  with and into a Nevada  corporation
formed  on  September   12,  2006  solely  for  the  purpose  of  effecting  the
reincorporation.  The  Certificate  of  Incorporation  and  Bylaws of the Nevada
corporation  are the  Certificate of  Incorporation  and Bylaws of the surviving
corporation. Such Certificate of Incorporation kept the Company's name of United
National Film Corporation and modified the Company's  capital structure to allow
for the issuance of up to  100,000,000  shares of $0.0001 par value Common Stock
and up to 50,000,000  shares of $0.0001 par value Preferred  Stock.  This action
was approved by a majority of the Company's stockholders on August 22, 2006.

In June 2001, the Company  suspended all business  activities and  established a
business  plan to locate and combine  with an existing,  privately-held  company
which is profitable or, in management's view, has growth potential, irrespective
of the industry in which it is engaged.  However, the Company does not intend to
combine with a private  company which may be deemed to be an investment  company
subject to the Investment  Company Act of 1940. A combination  may be structured
as a merger, consolidation,  exchange of the Company's common stock for stock or
assets or any other form which will result in the combined enterprise's becoming
a publicly-held corporation.

During  Fiscal  2006,  the  Company  effectively   dissolved  or  abandoned  all
subsidiaries  which may or may not have been  active  in  periods  prior to June
2001.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and has adopted a year-end of June 30.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission on its Annual Report on Form 10-KSB for the year ended June
30, 2006. The information  presented within these interim  financial  statements
may not  include  all  disclosures  required by  generally  accepted  accounting
principles and the users of financial  information  provided for interim periods
should refer to the annual  financial  information  and footnotes when reviewing
the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending June 30, 2007.

                                       6

                        UNITED NATIONAL FILM CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           September 30, 2006 and 2005


NOTE C - GOING CONCERN UNCERTAINTY

The Company has nominal cash on hand, has no operating assets and has a business
plan with inherent risk.  Because of these factors,  the Company's auditors have
issued an audit opinion on the Company's  financial  statements which includes a
statement  describing  our going concern  status.  This means,  in the auditor's
opinion,  substantial  doubt about our  ability to  continue as a going  concern
exists at the date of their opinion.

The Company's majority stockholder maintains the corporate status of the Company
and has provided all nominal  working  capital  support on the Company's  behalf
since the bankruptcy  discharge date. Because of the Company's lack of operating
assets,  its  continuance  is fully  dependent  upon the majority  stockholder's
continuing support.  The majority stockholder intends to continue the funding of
nominal necessary expenses to sustain the corporate entity.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis. Further, the Company faces considerable risk in it's business plan
and a potential  shortfall of funding due to our  inability to raise  capital in
the equity  securities  market.  If no additional  operating capital is received
during the next twelve  months,  the Company  will be forced to rely on existing
cash in the bank and additional  funds loaned by management  and/or  significant
stockholders.

The Company's  business plan is to seek an  acquisition or merger with a private
operating   company  which  offers  an  opportunity   for  growth  and  possible
appreciation of our stockholders'  investment in the then issued and outstanding
common stock.  However,  there is no assurance  that the Company will be able to
successfully  consummate  an  acquisition  or merger  with a  private  operating
company or, if  successful,  that any  acquisition  or merger will result in the
appreciation  of our  stockholders'  investment in the then  outstanding  common
stock.

The Company  remains  dependent upon additional  external  sources of financing;
including being dependent upon its management and/or significant stockholders to
provide   sufficient   working  capital  in  excess  of  the  Company's  initial
capitalization to preserve the integrity of the corporate entity.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents

     The  Company  considers  all cash on hand  and in  banks,  certificates  of
     deposit and other highly-liquid investments with maturities of three months
     or less, when purchased, to be cash and cash equivalents.

2. Reorganization costs

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start-Up  Activities" whereby all costs incurred
     with the incorporation and reorganization,  post-bankruptcy, of the Company
     were charged to operations as incurred.

3. Income taxes

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At September 30, 2006 and 2005, respectively, the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary differences generally represent differences in the recognition of
     assets and liabilities for tax and financial reporting purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

                                       7

                        UNITED NATIONAL FILM CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           September 30, 2006 and 2005


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. Income taxes - continued

     As of September  30, 2006 and 2005,  the deferred tax asset  related to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.

4. Income (Loss) per share

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common stockholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.

     Fully diluted earnings (loss) per share is computed similar to basic income
     (loss) per share  except that the  denominator  is increased to include the
     number of common  stock  equivalents  (primarily  outstanding  options  and
     warrants).

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.

     At September 30, 2006 and 2005, and subsequent thereto,  the Company has no
     outstanding stock warrants,  options or convertible  securities which could
     be considered as dilutive for purposes of the loss per share calculation.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  Company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

NOTE F - LOANS DUE TO STOCKHOLDER

The  Company's  former  Chief  Executive  Officer  made  aggregate  advances  of
approximately  $15,635  to  provide  working  capital  to the  Company  in prior
periods.  These advances bear interest at 10.0% per annum and are repayable upon
demand.  In  conjunction  with the March 2006 change in control,  these advances
were repaid in full.

On March 31, 2006, pursuant to an October 2005 Loan and Purchase Stock Agreement
with Glenn A. Little (Little), Little funded a loan to the Company in the amount
of  $88,181.98  at an  interest  rate  of 6%  per  annum.  This  note  shall  be
convertible  at any time prior to maturity at  Little's  option into  restricted
common stock of the Company at par value.

                                       8

                        UNITED NATIONAL FILM CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           September 30, 2006 and 2005


NOTE F - LOANS DUE TO STOCKHOLDER - CONTINUED

Additionally,  the Company and it's current  controlling  shareholder,  Glenn A.
Little,  agreed that additional  funds may be necessary in the future to support
the corporate entity and comply with the periodic reporting  requirements of the
Securities  Exchange Act of 1934, as amended.  To this end, Little has agreed to
lend the  Company up to an  additional  $50,000  with a  maturity  period not to
exceed two (2) years from the initial  funding date at an interest  rate of 6.0%
per annum. As of September 30, 2006, Little has advanced  approximately  $32,000
under this agreement.

NOTE G - COMMON STOCK TRANSACTIONS

On October  20,  2006,  the  Company  changed  its state of  incorporation  from
Colorado  to  Nevada  by means of a  merger  with and into a Nevada  corporation
formed  on  September   12,  2006  solely  for  the  purpose  of  effecting  the
reincorporation.  The  Certificate  of  Incorporation  and  Bylaws of the Nevada
corporation  are the  Certificate of  Incorporation  and Bylaws of the surviving
corporation. Such Certificate of Incorporation kept the Company's name of United
National Film Corporation and modified the Company's  capital structure to allow
for the issuance of up to  100,000,000  shares of $0.0001 par value Common Stock
and up to 50,000,000  shares of $0.0001 par value Preferred  Stock.  This action
was approved by a majority of the Company's  stockholders on August 22, 2006 and
is reflected in the accompanying financial statements as of the first day of the
first period presented.

On  November  22,  2005,   the  Company   entered  into  an  agreement  to  sell
approximately 18,818,017 shares of common stock to Glenn A. Little pursuant to a
Loan and  Purchase  Stock  Agreement,  for gross  proceeds  of  $18,818.02.  The
completion of this transaction is subject to the provision of certain  documents
by the  Company  and  it's  former  officers/directors.  All of the  transaction
provisions were met and this  transaction  closed on March 31, 2006. The Company
relied upon Section 4(2) for an exemption from  registration on these shares and
no underwriter was used in this transaction.

On November 23, 2005, the Company issued an aggregate 730,000 shares,  valued at
approximately  $7,300, to various officers and directors for services  rendered.
The Company relied upon Section 4(2) for an exemption from registration on these
shares and no underwriter was used in this transaction.

NOTE H - INCOME TAXES

The  components  of income tax  (benefit)  expense  for each of the three  month
periods ended September 30, 2006 and 2005, respectively, are as follows:

                                  Three months       Three months
                                      ended             ended
                                  September 30,      September 30,
                                      2006               2005
                                     -------            -------
     Federal:
       Current                       $    --            $    --
       Deferred                           --                 --
                                     -------            -------
                                          --                 --
                                     -------            -------
     State:
       Current                            --                 --
       Deferred                           --                 --
                                     -------            -------
                                          --                 --
                                     -------            -------
       Total                         $    --            $    --
                                     =======            =======

                                       9

                        UNITED NATIONAL FILM CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           September 30, 2006 and 2005


NOTE H - INCOME TAXES - CONTINUED

Due to a change in control on March 31,  2006,  the Company has a net  operating
loss  carryforward of  approximately  $98,000 to offset future Federal and State
income  taxes.   The  amount  and   availability   of  any  net  operating  loss
carryforwards  will be  subject  to the  limitations  set forth in the  Internal
Revenue Code.  Such factors as the number of shares  ultimately  issued within a
three year  look-back  period;  whether  there is a deemed  more than 50 percent
change in control; the applicable long-term tax exempt bond rate;  continuity of
historical  business;  and  subsequent  income of the Company all enter into the
annual  computation  of allowable  annual  utilization of any net operating loss
carryforward(s).

The  Company's  income tax  expense for each of the three  month  periods  ended
September 30, 2006 and 2005, respectively, are as follows:



                                                             Three months      Three months
                                                                ended             ended
                                                             September 30,     September 30,
                                                                2006              2005
                                                              -------           -------
                                                                          
Statutory rate applied to income before income taxes          $(2,500)          $  (145)
Increase (decrease) in income taxes resulting from:
  State income taxes                                               --                --
  Other, including reserve for
    deferred tax asset and application
    of net operating loss carryforward                          2,500               145
                                                              -------           -------

  Income tax expense                                          $    --           $    --
                                                              =======           =======


The  Company's  only  temporary  differences  as of September 30, 2006 and 2005,
respectively,   relate  to  the  Company's  net  operating  loss   carryforward.
Accordingly, any deferred tax asset, as fully reserved, or liability, if any, as
of  September  30,  2006  and  2005,  respectively,   is  not  material  to  the
accompanying financial statements.



                (Remainder of this page left blank intentionally)

                                       10

PART I - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

(1) CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2) RESULTS OF OPERATIONS

The  Company  had no revenue for either of the  respective  three month  periods
ended September 30, 2006 and 2005, respectively.

General  and  administrative  expenses  for each of the  respective  three month
periods  ended  September  30,  2006  and 2005  were  nominal.  In  March  2006,
concurrent  with the change in management and  ownership,  the Company cured all
prior  delinquencies  with  respect to the filing of various  required  periodic
reports pursuant to the Securities  Exchange Act of 1934. It is anticipated that
future  expenditure  levels will increase as the Company intends to fully comply
with it's periodic reporting requirements.

Earnings per share for the  respective  three month periods ended  September 30,
2006 and 2005  were$0.00 and $0.00 based on the  weighted-average  shares issued
and outstanding at the end of each respective period.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At  September  30,  2006  and  2005,  the  Company  had  a  working  capital  of
approximately $(119,000) and $(39,000), respectively.

It is the belief of management  and  significant  stockholders  that  sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

PLAN OF BUSINESS

GENERAL

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does

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not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

COMBINATION SUITABILITY STANDARDS

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  stockholders  or  general
partners:

     (1)  will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

(4)  LIQUIDITY AND CAPITAL RESOURCES

In October 2005,  the Company  signed a Loan and Purchase  Stock  Agreement with
Glenn A. Little (Little) in which Little agreed to purchase 18,818,017 shares of
restricted  common stock for  $18,818.02  and provide a working  capital loan of
$88,181.98 at an interest  rate of 6% per annum.  The  Promissory  note shall be
convertible  at any time prior to  maturity,  solely at  Little's  option,  into
restricted and  unregistered  shares of the Company's common stock at par value.
The  proceeds of the  approximately  $880,000  mote were used to retire the note
payable to  stockholder,  retire all  outstanding  accounts  payable  and to pay
various  costs and  expenses  related to the  reorganization  of the Company and
change in control.

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It is the belief of management  and  significant  stockholders  that  sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or  acquisition  candidate.  Accordingly,  there can be no assurance
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.

The Company does not currently contemplate making a Regulation S offering.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

ITEM 3 - CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

     The Company maintains  disclosure controls and procedures that are designed
     to ensure that  information  required to be  disclosed  in its Exchange Act
     reports is recorded,  processed,  summarized  and reported  within the time
     periods  specified  in the Security  and  Exchange  Commission's  rules and
     forms,  and that such  information is accumulated  and  communicated to the
     Company's  management,  including the Company's Chief Executive Officer and
     Chief  Financial  Officer,  as  appropriate,   to  allow  timely  decisions
     regarding required disclosure.  Management necessarily applied its judgment
     in assessing the costs and benefits of such controls and procedures, which,
     by  their  nature,   can  provide  only  reasonable   assurance   regarding
     management's control objectives.

     The Company  carried out an evaluation,  under the supervision and with the
     participation of its management,  including its Chief Executive Officer and
     Chief Financial  Officer,  on the effectiveness of the design and operation
     of its disclosure  controls and  procedures  pursuant to Exchange Act Rules
     13a-15 and 15d-15 as of the end of the period covered by this report. Based
     upon that  evaluation,  the  Company's  Chief  Executive  Officer and Chief
     Financial  Officer  concluded  that the Company's  disclosure  controls and
     procedures are effective in timely alerting them to information relating to
     the Company required to be included in the Company's Exchange Act reports.

     While the  Company  believes  that its  existing  disclosure  controls  and
     procedures have been effective to accomplish their objectives,  the Company
     intends to continue to examine, refine and document its disclosure controls
     and procedures and to monitor ongoing developments in this area.

(b)  Changes in Internal Controls

     During  the  quarter  ended  September  30,  2006,  there  were no  changes
     (including  corrective  actions with regard to significant  deficiencies or
     material  weaknesses)  in the  Company's  internal  control over  financial
     reporting  that  have  materially  affected,  or are  reasonably  likely to
     materially affect, the Company's internal control over financial reporting.

                          PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 2 - RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

None

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None.

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ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  Company  has held no  regularly  scheduled,  called or special  meetings of
stockholders during the reporting period.

ITEM 5 - OTHER INFORMATION

On October  20,  2006,  the  Company  changed  its state of  incorporation  from
Colorado  to  Nevada  by means of a  merger  with and into a Nevada  corporation
formed  on  September   12,  2006  solely  for  the  purpose  of  effecting  the
reincorporation.  The  Certificate  of  Incorporation  and  Bylaws of the Nevada
corporation  are the  Certificate of  Incorporation  and Bylaws of the surviving
corporation. Such Certificate of Incorporation kept the Company's name of United
National Film Corporation and modified the Company's  capital structure to allow
for the issuance of up to  100,000,000  shares of $0.0001 par value Common Stock
and up to 50,000,000  shares of $0.0001 par value Preferred  Stock.  This action
was approved by a majority of the Company's  stockholders on August 22, 2006 and
is reflected in the accompanying financial statements as of the first day of the
first period presented.

ITEM 6 - EXHIBITS

31.1   Certification  pursuant  to  Section  302 of  Sarbanes-Oxley  Act of 2002
32.1   Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                         UNITED NATIONAL FILM CORPORATION


Dated: October 31, 2006                  By: /s/ Glenn A. Little
       ----------------                     -----------------------------------
                                                                 Glenn A. Little
                                              Chairman, Chief Executive Officer,
                                            Chief Financial Officer and Director

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