**FORM 10-K**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

| **(Mark  One)** |   |
|-----------------|--------|

 

| **ý** | **ANNUAL REPORT PURSUANT TO SECTION  13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)** |
|------------|----------------------------------------------------------------------------------------------------------|

 

**For thefiscal year ended December 31, 2001**

** **

**OR**

** **

| **o** | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)** |
|-------|-----------------------------------------------------------------------------------------------------------------|

 

**For thetransition periodfrom              to              .**

 

**Commissionfile number:  0-19075**

 

**JONES PROGRAMMING PARTNERS 1-A, LTD.**

(Exact name of registrantas specified in its charter)

 

| **         Colorado** |   | **84-1088820**                                         |
|---------------------------------------------------------------|--------|--------------------------------------------------------|
| (State of Organization)                                       |   | (IRS Employer  Identification No.)                     |
|                                                          |   |                                                   |
| **9697  E. Mineral Avenue, Englewood, Colorado 80112**        |   | **(303)  792-3111**                                    |
| (Address of principal  executive office and Zip Code)         |   | (Registrant’s telephone  no. including area code) |

 

Securities registeredpursuant to Section 12(b) of the Act:          None

Securities registeredpursuant to Section 12(g) of the Act:          LimitedPartnership Interests

 

Indicate by checkmark whether the registrant, (1) has filed all reports required to be filed bySection 13 or l5(d) of the Securities Exchange Act of l934 during the precedingl2 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days:
| Yes   ý |   | No   o |
|------------------------|--------|------------------|

 

Aggregate marketvalue of the voting stock held by non-affiliates of the registrant:  N/A

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405) is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.    ý

 

 

Informationcontained in this Form 10-K Report contains “forward-looking statements” withinthe meaning of the Private Securities Litigation Reform Act of 1995.  All statements, other than statements ofhistorical facts, included in this Form 10-K Report that address activities,events or developments that the General Partner or the Partnership expects,believes or anticipates will or may occur in the future are forward-lookingstatements.  These forward-lookingstatements are based upon certain assumptions and are subject to a number of risksand uncertainties.  Actual results coulddiffer materially from the results predicted by these forward-lookingstatements.

 

**PART I.**

 

**ITEM 1.  BUSINESS**

 

Jones ProgrammingPartners 1-A, Ltd. (the “Partnership”) is a Colorado limited partnership thatwas formed in April 1989 pursuant to the public offering of limited partnershipinterests in the Jones Programming Partners Limited Partnership Program.  Jones Entertainment Group, Ltd. is thegeneral partner of the Partnership (the “General Partner”).  The Partnership was formed to acquire,develop and own rights to produce and license original programming.  All the Partnership’s films are subject to avariety of license agreements for various markets.  Some of these agreements will last beyond the year 2001.  The General Partner charges the Partnershipfor certain direct costs incurred on the Partnership’s behalf.  See further discussion of such costs chargedto the Partnership by the General Partner in *Item 8, Financial Statements, Note 5*.  As of December 31, 2001, the Partnership hadthree programming properties: “The Little Kidnappers,” “The Story Lady” and“Curacao.”  The Partnership will notinvest in any additional programming, but instead will focus on the sale of itsexisting programming.  Following is adescription of the Partnership’s programming.

 

The Little Kidnappers

 

In January 1990,the General Partner, on behalf of the Partnership, entered into an agreementwith Jones Maple Leaf Productions to produce a full-length made-for-televisionfilm entitled “The Little Kidnappers.” The total cost of the film was approximately $3,200,000.  Of this amount, the Partnership investedapproximately $2,794,000, which included a production and overhead fee of$300,000 paid to the General Partner. In March 1999, the Partnership fully amortized its net investment inthis film.  From inception toDecember 31, 2001, the Partnership has recognized approximately $3,036,000of revenue from this film, which includes the initial license fees ofapproximately $1,365,000 from The Disney Channel and the Canadian BroadcastingCorporation, which were used to help finance the film’s production.  As of December 31, 2001, the Partnership hasa $25,125 receivable from this film that is expected to be collected in thesecond quarter of 2002.  The currentstatus of this receivable is, however, questionable and there is no guaranteethat the amount will be collected.

 

Inreturn for its investment in the film, the Partnership received alldistribution rights, excluding theatrical rights, in perpetuity in all marketsexcept Canada.  The rights in Canadahave since reverted to the Partnership. Theatrical rights are held by the writer.

 

The Partnershiphas agreements with third parties to distribute the film in various markets.The following rights will not be available until the expiration of theagreements.  In November 1990,international home video rights were licensed to a third party for no earlierthan 10 years following completion of delivery, said rights terminated inDecember 2000.  Such party has licensedall international pay television and video rights in Brazil until June2002.  Another licensee has theinternational television and satellite rights to distribute the film in France,the United Kingdom, French Belgium, the Benelux countries, Iceland, Sweden,Norway, Denmark & Finland, Africa & the Middle East and Turkey untilbetween March 2003 and February 2005. International television and satellite rights are held in Germany by anotherlicensee until September 2010. North American home video rights are licensed toa third party.

 

2

----

 

The Story Lady

 

In April 1991, theGeneral Partner, on behalf of the Partnership, entered into an agreement withNBC Productions, Inc. (“NBCP”) for the production of a full–length, made–for–televisionfilm entitled “The Story Lady.”  Thetotal cost of the film was approximately $4,300,000.  Of this amount, the Partnership invested approximately $1,183,000in return for all distribution rights to this film, excluding all United Statesnetwork distribution rights retained by NBC, after the required airings on theNBC television network which have occurred. Included in the total amount invested is a production and overhead feeof $120,000 paid to the General Partner. In December 1995, the Partnership fully amortized its net investment inthis film.  From inception toDecember 31, 2001, the Partnership has recognized approximately $2,299,000of revenue from this film.

 

ThePartnership licensed back the international rights to NBCP for an eight yearterm (which expired at the end of 1999 and was extended until July 12, 2001,when it was terminated).  NBCP hasentered into distribution agreements with third parties beyond the initial termprovided in the sub-license agreement with the Partnership.  These distribution  rights are not available until their expiration, includinginternational video rights in Mexico and the Philippines.  International pay television rights are notavailable in Argentina.  Internationalfree television rights are not available in Argentina, Colombia, CzechRepublic, France, Honduras, Mexico, Romania, Slovakia, South America, Ukraine,Venezuela, Turkey, Panama, Chile, Nicaragua, Cyprus, Sri Lanka and Africa.  These agreements are set to expire atvarious times through November 2003. All international distribution rights, other than set forth above, areavailable.

 

ThePartnership controls non-network television distribution (i.e., syndication,cable, pay cable) in the United States and domestic home video distribution,which rights are available.

 

Curacao

 

InOctober 1992, the General Partner, on behalf of the Partnership, entered intoan agreement with Showtime Networks, Inc. (“Showtime”) for the production of afull–length, made–for–television film entitled “Curacao.” ThePartnership provided financing for the film and received all worldwidedistribution rights, except certain distribution rights granted to a thirdparty which have now reverted back to the Partnership.  Circling Curacao, N.V., a wholly ownedsubsidiary of the Partnership which provided certain production services, holdsdistribution rights in the Netherland Antilles, Aruba and Surinam, inperpetuity.  Showtime was granted certainrights, including an exclusive pay television license and exclusive home videorights in the United States and islands of the Caribbean.  Showtime’s pay television and certain otherdomestic rights may not expire for a number of years, unless Showtime waivescertain commercial windows.  On February27, 2002, Showtime agreed to consolidate its rights into a single window thatshall commence on May 1, 2002 and continue through, and conclude on, October31, 2003.  The total production cost ofthe film incurred by the Partnership was approximately $4,410,000.  In addition to the costs of production, thePartnership paid the General Partner $500,000 as a production and overhead feefor services rendered in connection with arranging the Showtime presale and supervisingproduction of this picture.  In December1999, the Partnership fully amortized its net investment in this film.  From inception to December 31, 2001,the Partnership has recognized approximately $4,064,000 of revenue from thisfilm, which includes the initial license fee and home video advance fromShowtime of $2,650,000, which was used to finance the film’s production.

 

Internationaltheatrical, free television and home video rights are licensed to a third partyuntil October 2003. International pay television rights in Australia are licenseduntil April 2002.  All otherinternational distribution rights are available.

 

# Current Status ofSales Efforts

 

The GeneralPartner, on behalf of the Partnership, is pursuing the sale of thePartnership’s assets.  The Partnershiphas obtained the services of a broker to assist in the sale of thePartnership’s films.  Pursuant to theservices agreement, the broker will receive a 10 percent commission forarranging the sale, or sales, of the Partnership’s films.

 

The GeneralPartner, with the assistance of the broker, has reached tentative agreements tosell, transfer, or license the Partnership’s programming assets to unaffiliatedparties.  Until the agreements arefinalized and the sales are closed, there is no assurance that the transactionswill be completed as described below, or completed at all.

 

3

----

 

The Partnershiphas tentatively agreed to sell all of its rights in “The Little Kidnappers,”“Curacao” and license certain distribution rights in the “The Story Lady” to afilm distributor.  As consideration forselling such rights, the Partnership would potentially receive approximately$50,000, $200,000 and $100,000, respectively. If the sales agreement is finalized, of which there is no assurance, itis anticipated that the transaction will be completed in the second quarter2002.  It is anticipated 25 percent ofthe sales proceeds will be escrowed until the end of November 2002.

 

The Partnershiphas also agreed (in principle) to transfer its remaining distribution rights in“The Story Lady” to NBCP.  Asconsideration for transferring such rights, NBCP would release the Partnershipfrom all past and future claims and obligations (including the Partnership’sapproximately $175,000 accrued liability). If the agreement between the Partnership and NBCP is finalized, of whichthere is no assurance, it is anticipated the transaction will be completed inthe second quarter 2002.

 

**ITEM 2.  PROPERTIES**

 

See *Item 1*.

 

**ITEM 3.  LEGALPROCEEDINGS**

 

None.

 

**ITEM 4.  SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS**

 

On December 21,2001, the Partnership held a Special Meeting of limited partners.  A single proposal was presented to thelimited partners for their approval and was passed.

 

The limitedpartners approved the sale of the Partnership’s assets, followed by dissolutionof the Partnership.

 

The voting resultswere as follows:

 
|         |   | **Limited  Partnership Interests** |   | **Percent** |   |
|--------------|--------|------------------------------------|--------|-------------|--------|
| For:         |   | 7,131                              |   | 55.96       | %      |
| Against:     |   | 41                                 |   | .32         | %      |
| Abstained:   |   | 48                                 |   | .38         | %      |
| Total Voted: |   | 7,220                              |   | 56.66       | %      |

 

**PART II.**

 

**ITEM 5.  MARKET FORTHE REGISTRANT’S COMMON STOCK**

### **AND RELATEDSECURITY HOLDER MATTERS**

 

While thePartnership is publicly held, there is no public market for the limitedpartnership interests and it is not expected that such a market will develop inthe future.  As of March 20, 2002, thenumber of equity security holders in the Partnership was 846.

 

4

----

 

**ITEM 6. SELECTED FINANCIAL DATA**

 
|                                                              |   | **For the  Years Ended December 31,** |    |
|-------------------------------------------------------------------|--------|---------------------------------------|---------|
|                                                              |   | **1997**                              |    | **1998** |   | **1999** |   | **2000** |   | **2001** |   |
| Gross revenues                                                    |   | $                                     | 222,714 |   | $ | 195,717 |   | $ | 9,077 |   | $ | 27,273 |   | $ | 35,069 |   |
| Costs of filmed entertainment                                     |   | 93,983                                |    | 11,546 |   | 6,027 |   | — |   | — |   |
| Distribution fees and expenses                                    |   | 98,471                                |    | 196,695 |   | 119,104 |   | 15,463 |   | 8,854 |   |
| Write-down of film production cost                                |   | —                                |    | — |   | 58,946 |   | — |   | — |   |
| Operating, general and administrative expenses                    |   | 94,162                                |    | 115,247 |   | 61,810 |   | 43,239 |   | 98,441 |   |
| Operating loss                                                    |   | (63,902                               | )       | (127,771 | ) | (236,810 | ) | (31,429 | ) | (72,226 | ) |
| Net loss                                                          |   | (54,372                               | )       | (117,496 | ) | (237,119 | ) | (25,626 | ) | (70,271 | ) |
| Net loss per limited partnership unit                             |   | (4.22                                 | )       | (9.13 | ) | (18.42 | ) | (1.99 | ) | (5.46 | ) |
| Weighted average number of limited partnership units  outstanding |   | 12,743                                |    | 12,743 |   | 12,743 |   | 12,743 |   | 12,743 |   |
| General partner’s deficit                                    |   | (49,828                               | )       | (52,612 | ) | (54,983 | ) | (55,239 | ) | (55,942 | ) |
| Limited partners’ capital (deficit)                          |   | 463,594                               |    | 187,985 |   | (46,763 | ) | (72,133 | ) | (141,701 | ) |
| Total assets                                                      |   | 442,164                               |    | 265,317 |   | 90,254 |   | 72,725 |   | 34,185 |   |
| General partner advances                                          |   | 8,303                                 |    | 11,045 |   | 10,273 |   | 1,973 |   | 45,700 |   |
|                                                                   |        |                                       |         |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

**ITEM 7.  MANAGEMENT’SDISCUSSION AND ANALYSIS OF**

**FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

The followingdiscussion of the Partnership’s financial condition and results of operationscontains, in addition to historical information, forward-looking statements thatare based upon certain assumptions and are subject to a number of risks anduncertainties.  The Partnership’s actualresults may differ significantly from the results predicted in suchforward-looking statements.

 

Results ofOperations

 

2001 Compared to2000

 

For the year endedDecember 31, 2001, revenues from “Curacao,” “The Little Kidnappers” and “TheStory Lady” were $1,482, $33,587 and $0, respectively.  Revenues of the Partnership increased$7,796, from $27,273 in 2000 to $35,069 in 2001. This increase was primarilythe result of an increase in international distribution revenue recognized for“The Little Kidnappers,” partially offset by a decrease in revenue from“Curacao.”

 

Distribution feesand expenses decreased $6,609, from $15,463 in 2000 to $8,854 in 2001.  This decrease was primarily due to asubstantial decrease in distribution expenses related to “The Story Lady,”partially offset by an increase in expenses for “The Little Kidnappers” relatedto the films redistribution in parts of Europe.  These distribution fees and expenses generally relate to thecompensation due and costs incurred by distributors in selling thePartnership’s programming in the domestic and international markets.  The timing and amount of distribution feesand expenses vary depending upon the individual market in which programming isdistributed.

 

Operating,general and administrative expenses increased $55,202, from $43,239 in 2000 to$98,441 in 2001.  This increase wasprimarily the result of a significant increase in legal and other professionalservice expenses related to efforts to sell the Partnership’s programmingassets and the preparation and processing of proxy materials.

 

Interestincome decreased $3,848, from $5,803 in 2000 to $1,955 in 2001.  This decrease in interest income was theresult of lower levels of invested cash and lower interest rates during 2001compared to 2000.

 

LimitedPartners’ net loss per partnership unit increased $(3.47), from $(1.99) in 2000to $(5.46) in 2001.  This change was dueto the results of operations as discussed above.

 

5

----

 

2000 Compared to1999

 

Revenuesof the Partnership increased $18,196, from $9,077 in 1999 to $27,273 in2000.  This increase was primarily theresult of revenue collection efforts made by the General Partner with respectto “Curacao.”  Revenue from “Curacao”was $3,703 in 1999 as compared to $26,807 in 2000.  International and domestic sales of “The Little Kidnappers” and“The Story Lady” decreased, resulting in Partnership revenue of $4,455 and$919, respectively, in 1999 compared to $469 and $0, respectively, in2000.  “The Story Lady” was activelybeing distributed in 2000, however, due to the unrecouped position of NBCP, thePartnership was not entitled to any of the revenue generated by the film.

 

Filmedentertainment costs decreased $6,027, from $6,027 in 1999 to $0 in 2000.  This decrease was the result of the fullamortization of the capitalized production costs relating to “The LittleKidnappers” in March 1999 and to “Curacao” in December 1999.  Filmed entertainment costs are amortizedover the life of the film in the ratio that current gross revenues bear toanticipated gross revenues.

 

Distributionfees and expenses decreased $103,641, from $119,104 in 1999 to $15,463 in2000.  This decrease was due primarilyto the Partnership recording $119,081 in royalties owed NBCP for the “StoryLady” in 1999 compared to $15,000 in 2000. These distribution fees and expenses relate to the compensation due andcosts incurred by distributors in selling the Partnership’s programming in thedomestic and international markets.  Thetiming and amount of distribution fees and expenses vary depending upon theindividual market in which programming is distributed.

 

ThePartnership did not have a loss on write-down of film production in 2000.  The loss from the write-down of filmproduction of $58,946 in 1999, was the result of a full write-down of thePartnership’s net investment in “Curacao,” as of December 31, 1999.  As of December 31, 1999, the Partnership hadexpensed all costs related to the production of each of its three films.

 

Operating, generaland administrative expenses decreased $18,571, from $61,810 in 1999 to $43,239in 2000.  This decrease was dueprimarily to the Partnership writing off an outstanding receivable of $26,129in 1999. A similar write off did not occur in 2000.  This decrease was partially offset by an increase in legalexpenses related to the potential sale of the Partnership’s assets.

 

Interest incomeincreased $2,466, from $3,337 in 1999 to $5,803 in 2000.  This increase in interest income was theresult of higher interest rates and higher levels of invested cash balancesduring 2000 compared to 1999.

 

Limited Partners’ netloss per partnership unit decreased $16.43, from $(18.42) in 1999 to $(1.99) in2000.  This change was due to theresults of operations as discussed above.

 

FinancialCondition

 

Liquidity andCapital Resources

 

The Partnership’sprincipal sources of liquidity are cash on hand and amounts received from thedomestic and international distribution of the Partnership’s programming.  The Partnership has approximately $9,000 incash as of December 31, 2001. As of December 31, 2001, the Partnershiphas an approximately $25,000 receivable from “The Little Kidnappers” that isexpected to be collected in the second quarter of 2002.  While the General Partner believes it islikely that the amount will be collected in full, the current status of thereceivable is questionable and there is no guarantee that the amount will becollected.  Cash used in operations forthe year ended December 31, 2001 was approximately $64,000.  In addition to the cash used in operations, theGeneral Partner paid approximately $44,000 of expenses on behalf of the Partnership.  This brought the accounts payable toaffiliates balance to approximately $46,000 as of December 31, 2001. ThePartnership will not invest in any additional programming projects, but insteadwill focus on the sale of its three existing films.

 

Itis anticipated that future distributions, if any, will only be made fromproceeds received from the sale of the Partnership’s assets.  There is no assurance regarding the timingor amount of future distributions.  TheGeneral Partner will be reimbursed for all amounts advanced to the Partnershipbefore any distribution is made to the limited partners.  As of December 31, 2001, such advancestotaled approximately $46,000.

 

Thesale of the Partnership’s assets was approved by a vote of the limited partnerson December 21, 2001.  Any direct costsincurred by the General Partner on behalf of the Partnership in soliciting andarranging for the sale,

6

----

 

orsales, of the Partnership’s assets will be charged to the Partnership.  The General Partner believes that thedistribution of the proceeds from the sales of the Partnership’s assets, ifany, together with all prior distributions paid to the limited partners, willreturn to the limited partners less than 75 percent of their initial capitalcontributions to the Partnership.  ThePartnership has retained the services of a broker to assist in the sale of thePartnership’s films.  To date, thebroker has been paid $6,643 for film evaluation services and expenses.  Pursuant to the services agreement, thebroker will also receive a 10 percent commission for arranging the sale, orsales, of the Partnership’s films.

 

Revenuescurrently being generated by the Partnership’s films are insufficient to fundthe Partnership’s operations.  ThePartnership will have to rely on the General Partner to fund itsoperations.  However, the GeneralPartner is under no obligation to fund the operations of the Partnership, andon a quarterly basis, will evaluate whether to provide funding to thePartnership.  The General Partner doesnot anticipate cash flow from the films to increase significantly.

 

**ITEM 7A. QUANTITATIVE AND QUALITATIVEDISCLOSURES**

**ABOUT MARKET RISK.**

 

The Partnershipdoes not hold any financial instruments which present significant interest ormarket risk.

 

7

----

 

**ITEM 8.  FINANCIAL STATEMENTS**

 

**JONES PROGRAMMING PARTNERS 1-A, LTD.**

 

## **FINANCIAL STATEMENTS**

 

**AS OF DECEMBER 31, 2000 AND 2001**

 

**INDEX**

 
| Report of  Independent Public Accountants |
|-------------------------------------------|
|                                      |
| Statements of  Financial Position         |
|                                      |
| Statements  of Operations                 |
|                                      |
| Statements of Partners’  Deficit     |
|                                      |
| Statements  of Cash Flows                 |
|                                      |
| Notes to Financial Statements             |

 

8

----

 

**REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS**

 

To Jones ProgrammingPartners 1-A, Ltd.:

 

We have auditedthe accompanying statements of financial position of Jones Programming Partners1-A, Ltd. (a Colorado limited partnership) as of December 31, 2000and 2001, and the related statements of operations, partners’ deficit and cashflows for the three years ended December 31, 2001.  These financial statements are the responsibility of the GeneralPartner’s management.  Our responsibilityis to express an opinion on these financial statements based on our audits.

 

We conducted ouraudits in accordance with auditing standards generally accepted in the UnitedStates.  Those standards require that weplan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement.  An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing theaccounting principles used and significant estimates made by management as wellas evaluating the overall financial statement presentation.  We believe that our audits provide areasonable basis for our opinion.

 

In our opinion,the financial statements referred to above present fairly, in all materialrespects, the financial position of Jones Programming Partners 1-A, Ltd. as ofDecember 31, 2000 and 2001, and the results of its operations and its cashflows for the three years ended December 31, 2001 in conformity with accountingprinciples generally accepted in the United States.

 

The accompanying financial statements have been prepared assuming thatthe Company will continue as a going concern. As discussed in Note 2 to thefinancial statements, the Company has suffered recurring losses from operationsand has a net capital deficiency that raise substantial doubt about its abilityto continue as a going concern. Management’s plans in regard to these mattersare also described in Note 2. The financial statements do not include anyadjustments that might result from the outcome of this uncertainty.

 

ARTHUR ANDERSEN LLP

 

Denver, Colorado,

March 20, 2002.

 

9

----

 

**JONES PROGRAMMING PARTNERS 1-A, LTD.**

**(A Limited Partnership)**

 

**STATEMENTSOF FINANCIAL POSITION**

 
|                                                                                                                                                          |   | **December  31,** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------|--------|
|                                                                                                                                                          |   | **2000**          |   | **2001** |   |
| ASSETS                                                                                                                                                        |   |              |   |   |   |
|                                                                                                                                                          |   |              |   |   |   |
| CASH AND CASH EQUIVALENTS                                                                                                                                     |   | $                 | 72,725 |   | $ | 9,060 |   |
|                                                                                                                                                          |   |              |   |   |   |
| ACCOUNTS RECEIVABLE                                                                                                                                           |   | —            |   | 25,125 |   |
|                                                                                                                                                          |   |              |   |   |   |
| INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION, net  of accumulated amortization of $8,887,206 and $8,887,206 as of December 31,  2000 and 2001, respectively |   | —            |   | — |   |
|                                                                                                                                                          |   |              |   |   |   |
| Total assets                                                                                                                                                  |   | $                 | 72,725 |   | $ | 34,185 |   |
|                                                                                                                                                          |   |              |   |   |   |
| LIABILITIES AND PARTNERS’ DEFICIT                                                                                                                        |   |              |   |   |   |
|                                                                                                                                                          |   |              |   |   |   |
| LIABILITIES:                                                                                                                                                  |   |              |   |   |   |
| Accounts payable to affiliates                                                                                                                                |   | $                 | 1,973  |   | $ | 45,700 |   |
| Accrued liabilities                                                                                                                                           |   | 198,124           |   | 186,128 |   |
|                                                                                                                                                          |   |              |   |   |   |
| Total liabilities                                                                                                                                             |   | 200,097           |   | 231,828 |   |
|                                                                                                                                                          |   |              |   |   |   |
| PARTNERS’ DEFICIT:                                                                                                                                       |   |              |   |   |   |
| General partner -                                                                                                                                             |   |              |   |   |   |
| Contributed capital                                                                                                                                           |   | 1,000             |   | 1,000 |   |
| Distributions                                                                                                                                                 |   | (42,440           | )      | (42,440 | ) |
| Accumulated deficit                                                                                                                                           |   | (13,799           | )      | (14,502 | ) |
|                                                                                                                                                          |   |              |   |   |   |
| Total general partner’s deficit                                                                                                                          |   | (55,239           | )      | (55,942 | ) |
|                                                                                                                                                          |   |              |   |   |   |
| Limited partners -                                                                                                                                            |   |              |   |   |   |
| Contributed capital  (12,743 units outstanding as of December 31, 2000 and 2001)                                                                              |   | 5,459,327         |   | 5,459,327 |   |
| Distributions                                                                                                                                                 |   | (4,201,502        | )      | (4,201,502 | ) |
| Accumulated deficit                                                                                                                                           |   | (1,329,958        | )      | (1,399,526 | ) |
|                                                                                                                                                          |   |              |   |   |   |
| Total limited partners’ deficit                                                                                                                          |   | (72,133           | )      | (141,701 | ) |
|                                                                                                                                                          |   |              |   |   |   |
| Total partners’ deficit                                                                                                                                  |   | (127,372          | )      | (197,643 | ) |
|                                                                                                                                                          |   |              |   |   |   |
| Total liabilities and partners’ deficit                                                                                                                  |   | $                 | 72,725 |   | $ | 34,185 |   |

 

The accompanyingnotes are an integral part of these financial statements.

 

10

----

 

**JONES PROGRAMMING PARTNERS 1-A, LTD.**

**(A Limited Partnership)**

 

**STATEMENTSOF OPERATIONS**

 
|                                                                |   | **For the  Years Ended December 31,** |     |
|---------------------------------------------------------------------|--------|---------------------------------------|----------|
|                                                                |   | **1999**                              |     | **2000** |   | **2001** |   |
| REVENUES                                                            |   | $                                     | 9,077    |   | $ | 27,273 |   | $ | 35,069 |   |
|                                                                |   |                                  |     |   |   |   |   |
| COSTS AND EXPENSES:                                                 |   |                                  |     |   |   |   |   |
| Costs of filmed entertainment                                       |   | 6,027                                 |     | — |   | — |   |
| Distribution fees and expenses                                      |   | 119,104                               |     | 15,463 |   | 8,854 |   |
| Write-down of film production cost                                  |   | 58,946                                |     | — |   | — |   |
| Operating, general and administrative expenses                      |   | 61,810                                |     | 43,239 |   | 98,441 |   |
|                                                                |   |                                  |     |   |   |   |   |
| Total costs and expenses                                            |   | 245,887                               |     | 58,702 |   | 107,295 |   |
|                                                                |   |                                  |     |   |   |   |   |
| OPERATING LOSS                                                      |   | (236,810                              | )        | (31,429 | ) | (72,226 | ) |
|                                                                |   |                                  |     |   |   |   |   |
| OTHER INCOME (EXPENSE):                                             |   |                                  |     |   |   |   |   |
| Interest income                                                     |   | 3,337                                 |     | 5,803 |   | 1,955 |   |
| Other expense, net                                                  |   | (3,646                                | )        | — |   | — |   |
|                                                                |   |                                  |     |   |   |   |   |
| Total other income (expense), net                                   |   | (309                                  | )        | 5,803 |   | 1,955 |   |
|                                                                |   |                                  |     |   |   |   |   |
| NET LOSS                                                            |   | $                                     | (237,119 | ) | $ | (25,626 | ) | $ | (70,271 | ) |
|                                                                |   |                                  |     |   |   |   |   |
| ALLOCATION OF NET LOSS:                                             |   |                                  |     |   |   |   |   |
| General partner                                                     |   | $                                     | (2,371   | ) | $ | (256 | ) | $ | (703 | ) |
|                                                                |   |                                  |     |   |   |   |   |
| Limited partners                                                    |   | $                                     | (234,748 | ) | $ | (25,370 | ) | $ | (69,568 | ) |
|                                                                |   |                                  |     |   |   |   |   |
| NET LOSS PER LIMITED  PARTNERSHIP UNIT                              |   | $                                     | (18.42   | ) | $ | (1.99 | ) | $ | (5.46 | ) |
|                                                                |   |                                  |     |   |   |   |   |   |   |   |
| WEIGHTED AVERAGE NUMBER OF   LIMITED PARTNERSHIP UNITS  OUTSTANDING |   | 12,743                                |     | 12,743 |   | 12,743 |   |

 

The accompanyingnotes are an integral part of these financial statements.

 

11

----

 

**JONES PROGRAMMING PARTNERS 1-A, LTD.**

**(A Limited Partnership)**

 

**STATEMENTSOF PARTNERS’ DEFICIT**

 

|                         |   | **For the Years Ended December 31,** |     |
|------------------------------|--------|--------------------------------------|----------|
|                         |   | **1999**                             |     | **2000** |   | **2001** |   |
| GENERAL PARTNER:             |   |                                 |     |   |   |   |   |
| Balance, beginning of year   |   | $                                    | (52,612  | ) | $ | (54,983 | ) | $ | (55,239 | ) |
| Net loss                     |   | (2,371                               | )        | (256 | ) | (703 | ) |
|                         |   |                                 |     |   |   |   |   |
| Balance, end of year         |   | $                                    | (54,983  | ) | $ | (55,239 | ) | $ | (55,942 | ) |
|                         |   |                                 |     |   |   |   |   |
| LIMITED PARTNERS:            |   |                                 |     |   |   |   |   |
| Balance, beginning of year   |   | $                                    | 187,985  |   | $ | (46,763 | ) | $ | (72,133 | ) |
| Net loss                     |   | (234,748                             | )        | (25,370 | ) | (69,568 | ) |
|                         |   |                                 |     |   |   |   |   |
| Balance, end of year         |   | $                                    | (46,763  | ) | $ | (72,133 | ) | $ | (141,701 | ) |
|                         |   |                                 |     |   |   |   |   |
| TOTAL PARTNERS’ DEFICIT |   | $                                    | (101,746 | ) | $ | (127,372 | ) | $ | (197,643 | ) |

 

The accompanyingnotes are an integral part of these financial statements.

 

12

----

 

**JONES PROGRAMMING PARTNERS 1-A, LTD.**

**(A Limited Partnership)**

 

**STATEMENTS OF CASH FLOWS**

 
|                                                                         |   | **For the  Years Ended December 31,** |     |
|------------------------------------------------------------------------------|--------|---------------------------------------|----------|
|                                                                         |   | **1999**                              |     | **2000** |   | **2001** |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                        |   |                                  |     |   |   |   |   |
| Net loss                                                                     |   | $                                     | (237,119 | ) | $ | (25,626 | ) | $ | (70,271 | ) |
| Adjustments to reconcile net loss to net cash used  in operating activities: |   |                                  |     |   |   |   |   |
| Amortization of filmed entertainment costs                                   |   | 6,027                                 |     | — |   | — |   |
| Write-down of film production cost                                           |   | 58,946                                |     | — |   | — |   |
| Net change in assets and liabilities-                                        |   |                                  |     |   |   |   |   |
| Decrease (increase) in accounts receivable                                   |   | 102,769                               |     | 3,628 |   | (25,125 | ) |
| Decrease in other assets                                                     |   | 3,275                                 |     | — |   | — |   |
| Net change in accounts payable to affiliates                                 |   | (772                                  | )        | (8,300 | ) | 43,727 |   |
| Increase (decrease) in accrued liabilities                                   |   | 62,828                                |     | 16,397 |   | (11,996 | ) |
|                                                                         |   |                                  |     |   |   |   |   |
| Net cash used in operating activities                                        |   | (4,046                                | )        | (13,901 | ) | (63,665 | ) |
|                                                                         |   |                                  |     |   |   |   |   |
| DECREASE IN CASH AND CASH EQUIVALENTS                                        |   | (4,046                                | )        | (13,901 | ) | (63,665 | ) |
|                                                                         |   |                                  |     |   |   |   |   |
| CASH AND CASH EQUIVALENTS, beginning of year                                 |   | 90,672                                |     | 86,626 |   | 72,725 |   |
|                                                                         |   |                                  |     |   |   |   |   |
| CASH AND CASH EQUIVALENTS, end of year                                       |   | $                                     | 86,626   |   | $ | 72,725 |   | $ | 9,060 |   |

 

The accompanyingnotes are an integral part of these financial statements.

 

13

----

 

**JONES PROGRAMMING PARTNERS 1-A, LTD.**

**(A Limited Partnership)**

 

**NOTES TO FINANCIAL STATEMENTS**

 

**(1)           ORGANIZATIONAND BUSINESS**

 

Organized in April 1989, Jones Programming Partners1-A, Ltd. (the “Partnership”) is a limited partnership formed pursuant to thelaws of the State of Colorado to engage in the development, production,acquisition, licensing and distribution of original entertainmentprogramming.  Jones Entertainment Group,Ltd. is the “General Partner” of the Partnership.

 

**(2)****                                 LIQUIDITY**

 

ThePartnership has experienced recurring losses from operations and is currentlyin a deficit capital position.  Revenuescurrently being generated by the Partnership’s films are insufficient to fundthe Partnership’s ongoing operations. The Partnership will have to rely on the General Partner to fund itsoperations.  However, the GeneralPartner is under no obligation to fund the operations of the Partnership, andon a quarterly basis, will evaluate whether to provide funding to thePartnership.  The General Partner doesnot anticipate cash flow from the films to increase significantly.

 

TheLimited Partners have approved the sale of the Partnership’s assets andsubsequent dissolution of the Partnership. The General Partner has reached tentative agreements to sell or transferthe Partnership’s programming assets. It is anticipated that as a result of these transactions, thePartnership will be able to pay or discharge all of its obligations, includingdischarging the accrued liability owed to NBCP, and fund its operations untilthe Partnership is dissolved.  However,there is no assurance that the sales transactions will be completed or that thePartnership will have the necessary funds to operate during 2002.

 

Upon the sale of the Partnership's assets, the GeneralPartner believes that a final distribution upon dissolution of the Partnership,together with all prior distributions paid to the limited partners, will returnto the limited partners less than 75 percent of their initial capitalcontributions to the Partnership.

 

**(3)          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

 

Cash and Cash Equivalents - ThePartnership considers all highly-liquid investments with a maturity whenpurchased of three months or less to be cash equivalents.

 

Film Revenue Recognition - ThePartnership recognizes revenue in accordance with the provisions of Statementof Financial Accounting Standards No. 139, “Rescission of FASB Statement No. 53and Amendments to FASB Statements No. 63, 89, and 121” (“SFAS No. 139”) andAICPA Statement of Position No. 00-2, “Accounting by Producers or Distributorsof Films” (“SOP 00-2”).  Pursuant toSFAS No. 139 and SOP 00-2, revenues from domestic and international licensingagreements for programming are recognized when such amounts are known and thefilm is available for exhibition or telecast, and when certain other criteriaset forth in SFAS No. 139 and SOP 00-2 are met.  Advances received for licensing or other purposes prior toexhibition or telecast are deferred and recognized as revenue when the aboveconditions are met.  The adoption ofSFAS No. 139 and SOP 00-2 in 2000 did not materially effect the manner in whichthe Partnership recognized revenue.

 

Investment in andAdvances for Film Production - Investment in and advances forfilm production consist of advances to production entities for story rights,production, and film completion costs, and are stated at the lower of cost orestimated net realizable value.  Inaddition, film production and overhead fees payable to the General Partner havebeen capitalized and included as investment in film production.  Film production costs are amortized basedupon the individual-film-forecast method. Estimated losses, if any, will be provided for in full when determinedby the General Partner (see Note 6.)

 

Distribution Costs - Distributionfees and expenses incurred in connection with domestic and international filmdistribution are recorded at the time that the related licensing fees arerecognized as revenue by the 

 

14

----

 

Partnership. Similarly, the Partnership expenses film advertising costs related todistribution when the advertising takes place.

 

Use of Estimates - The preparationof financial statements in conformity with accounting principles generallyaccepted in the United States requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during thereporting period.  Actual results coulddiffer from those estimates.

 

Reclassifications - Certainreclassifications have been made to the 1999 and 2000 financial statements toconform to the 2001 presentation.

 

**(4)           PARTNERS’DEFICIT**

 

The capitalization of the Partnership is set forth inthe accompanying Statements of Partners’ Deficit. No limited partner is or willbe obligated to make any additional contributions to the Partnership.  The General Partner purchased its interestin the Partnership by contributing $1,000 to Partnership capital.

 

Profits, losses and distributions of the Partnershipare allocated 99 percent to the limited partners and 1 percent to the GeneralPartner until the limited partners have received distributions equal to 100percent of their capital contributions plus an annual return thereon of 12percent, cumulative and non-compounded. Thereafter, profits/losses anddistributions will generally be allocated 80 percent to the limited partnersand 20 percent to the General Partner. Interest income earned prior to the start of the Partnership’s firstproduction was allocated 100 percent to the limited partners. The GeneralPartner believes that the distribution of the proceeds from the sales of thePartnership’s programming, if any, together with all prior distributions paidto the limited partners, will return to the limited partners less than 75percent of their initial capital contributions to the Partnership.

 

**(5)           TRANSACTIONSWITH AFFILIATES**

 

The General Partner is entitled to reimbursement fromthe Partnership for its direct and indirect expenses allocable to theoperations of the Partnership, which shall include, but not be limited to,rent, supplies, telephone, travel, legal expenses, accounting expenses,preparation and distribution of reports to investors and salaries of any fullor part-time employees.  Because theindirect expenses incurred by the General Partner on behalf of the Partnershipare immaterial, the General Partner generally does not charge indirect expensesto the Partnership.  The General Partnercharged $10,856, $9,680 and $24,742 to the Partnership for direct expenses forthe years ended December 31, 1999, 2000, and 2001, respectively.

 

**(6)           INVESTMENTIN AND ADVANCES FOR FILM PRODUCTION**

 

“The Little Kidnappers”

 

In January 1990, the General Partner, on behalf of thePartnership, entered into an agreement with Jones Maple Leaf Productions toproduce a full-length feature film for television entitled “The LittleKidnappers.”  The total film cost wasapproximately $3,200,000. Of this amount, the Partnership investedapproximately $2,794,000, which included a production and overhead fee of$300,000 paid to the General Partner. From inception to December 31, 2001, the Partnership has recognizedapproximately $3,036,000 of revenue from this film, which includes the initiallicense fees of approximately $1,365,000 from The Disney Channel and theCanadian Broadcasting Corporation, which were used to finance the film’sproduction. As of December 31, 2001, the Partnership has a $25,125 receivablefrom the distribution of this film that is expected to be collected during thesecond quarter of 2002.

 

In March 1999, the Partnership fully amortized its netinvestment in this film.  However, thePartnership continues to distribute this film.

 

15

----

 

“The Story Lady”

 

Thetotal cost of “The Story Lady” was approximately $4,300,000. Of this amount,the Partnership invested approximately $1,183,000 in return for worldwidedistribution rights to this film, excluding United States and Canadianbroadcast television rights.  Includedin the total amount invested is a production and overhead fee of $120,000 paidto the General Partner.  From inceptionto December 31, 2001, the Partnership has recognized approximately$2,299,000 of revenue from this film. In December 1995, the Partnership fully amortized its net investment inthis film.  However, the Partnershipcontinues to distribute this film.

 

ThePartnership licensed back the international rights to NBC Productions, Inc.(“NBCP”) for an eight year term (which expired at the end of 1999 and wasextended until July 12, 2001, when it was terminated to end the agreement) andthe Partnership retained domestic distribution rights, principally home video,non-network free television, pay television and non-theatrical.

 

ThePartnership and NBCP revenues are pooled and are to be paid to the partiesuntil each recoups its original investment plus interest.  The Partnership has fully recouped, whileNBCP has not fully recouped.  From thetime of the Partnership recoupment through December 31, 2001, the Partnershiphas received approximately $175,000 from distributors which has not beenapplied to NBCP's unrecouped amount.  Asof December 31, 2001, the Partnership has reported this amount as an accruedliability, but believes there is a basis to deny some or all of such liability.

 

InSeptember 1999, NBCP first claimed that it had mistakenly not taken the fullamount of its distribution fees, and was entitled to an additional amount ofapproximately $192,500.  The Partnershipdoes not believe that NBCP is entitled to the distribution fees that it claims.

 

Litigationcould result because of the disputes with NBCP.  Such litigation would be costly and time consuming.  There is no assurance regarding thefavorable resolution of this matter. The Partnership does not have the funds to make any such payments toNBCP, nor is it likely that the Partnership could borrow the necessary funds.

 

“Curacao”

 

In October 1992, the General Partner, on behalf of thePartnership, entered into an agreement with Showtime Networks, Inc.(“Showtime”) for the production of a full-length, made-for-television filmentitled “Curacao.”  The totalproduction cost of the film was approximately $4,410,000.  In addition to the costs of production, thePartnership paid the General Partner $500,000 as a production and overhead feefor services rendered in connection with arranging the Showtime pre-sale andsupervising production of this picture. From inception to December 31, 2001,the Partnership has recognized approximately $4,064,000 of revenue from thisfilm, which includes the initial license fee and home video advance fromShowtime of $2,650,000 which was used to finance the film’s production.

 

The Partnershipfully amortized its net investment in this film December 1999, afterconsideration of approximately $3,450,000 in amortization and approximately$960,000 in write-downs. However, the Partnership continues to distribute thisfilm.

 

**(7)           INCOMETAXES**

 

Income tax provision (benefit) resulting from the Partnership’soperations are not reflected in the accompanying financial statements as suchamounts accrue directly to the partners. The Federal and state income tax returns of the Partnership are preparedand filed by the General Partner.

 

The Partnership’s tax returns, the qualification ofthe Partnership as a limited partnership for tax purposes, and the amount ofdistributable Partnership income or loss are subject to examination by Federaland state taxing authorities.  If suchexaminations result in changes with respect to the Partnership’s tax status orto the Partnership’s recorded income or loss, the tax liability of the generaland limited partners would be adjusted accordingly.

 

The Partnership’ssignificant book-tax differences between the financial reporting and tax basesof the Partnership’s assets and liabilities are associated with: 1) thedifference between the amount of film 

 

16

----

 

production costamortization and loss from write-down of film production cost recognized underaccounting principles generally accepted in the United States and the amount ofexpense allowed for tax purposes; and 2) the allowance for doubtful accountswhich is not yet deductible for tax purposes. Expenses recognized under accounting principles generally accepted inthe United States was less than the amount of expense recognized for taxpurposes by approximately $472,400, $0 and $250,000 for the years endedDecember 31, 1999, 2000 and 2001, respectively.

 

17

----

 

**ITEM 9.  CHANGES INAND DISAGREEMENTS WITH ACCOUNTANTS**

**ON ACCOUNTING AND FINANCIAL DISCLOSURE**

 

None.

 

PART III.

 

**ITEM 10.  DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

 

                The Partnership itself has no officers ordirectors.  Certain informationconcerning directors and executive officers of the General Partner of theRegistrant is set forth below.  Each ofthe directors serves until the next annual meeting of the shareholders of theGeneral Partner and until their successors shall be elected and qualified.

 
| **Name**         |   | **Age** |   | **Positions with the General Partner**                        |
|------------------|--------|---------|--------|---------------------------------------------------------------|
| Glenn R. Jones   |   | 72      |   | Chairman of the Board,  Chief Executive Officer and President |
| Timothy J. Burke |   | 51      |   | Vice President and  Director                                  |

 

Mr.Glenn R. Jones has served as Chairman of the Board of Directors and ChiefExecutive Officer of the General Partner since its inception and he has servedas President of the General Partner since April 1994.  Mr. Jones is also the Chairman of the Board of Directors andChief Executive Officer of the General Partner’s principal shareholder, Jones21st Century, Inc., a subsidiary of Jones International, Ltd.  Mr. Jones is the sole shareholder, Chairmanand Chief Executive Officer of Jones International, Ltd.  He is also an officer and director of anumber of subsidiaries for Jones Media Networks, Ltd. (formerly known as JonesInternational Networks, Ltd.).  For morethan five years, until April 1999, Mr. Jones was Chairman of the Board of Directorsand Chief Executive Officer of Jones Intercable, Inc., a multiple system cabletelevision operator.  In addition, Mr.Jones is a member of the Board and Education Council of the National Allianceof Business.  In 1994, Mr. Jones wasinducted into Broadcasting and Cable’s Hall of Fame.  Mr. Jones received a B.S. in Economics from Allegheny College anda J.D. from the University of Colorado School of Law.

 

Mr. Timothy J.Burke is Vice President and Director of the General Partner.  Mr. Burke is a Group Vice President of JonesInternational, Ltd. and an officer and/or director of many other JonesInternational, Ltd. affiliated companies. He has over 25 years of financial experience, and has been employed withJones for 19 years.  Prior to the Jonescompanies, Mr. Burke was a Tax Manager with Arthur Andersen & Co. Hereceived a B.A. in Accounting and a J.D from the University of Iowa.

 

**ITEM 11.  EXECUTIVE COMPENSATION**

 

The Partnershiphas no employees; however, various personnel are required to operate itsbusiness.  Such personnel are employed bythe General Partner or an affiliate of the General Partner and, pursuant to theterms of the Partnership’s limited partnership agreement, the cost of suchemployment can be charged by the General Partner to the Partnership as areimbursement item.  See*Item 13.*

 

**ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL**

**OWNERS AND MANAGEMENT**

 

As of March 20,2002, no person or entity owns more than 5 percent of the limited partnershipinterests in the Partnership, except for Herbert Borbe.  Mr. Borbe owns 800 of the 12,743 partnershipinterests outstanding as of December 31, 2001. Mr. Borbe’s address is 1709 134th Avenue S.E., Unit 21,Bellevue, Washington 98005.  Mr. Borbeis not a director, officer or employee of the General Partner or any of itsaffiliates.

 

18

----

 

**ITEM 13.  CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

 

The GeneralPartner and its affiliates engage in certain transactions with the Partnershipas contemplated by the limited partnership agreement of the Partnership.  The General Partner believes that the termsof such transactions are generally as favorable as could be obtained by thePartnership from unaffiliated parties. This determination has been made by the General Partner in good faith,but none of the terms were or will be negotiated at arm’s-length and there canbe no assurance that the terms of such transactions have been or will be asfavorable as those that could have been obtained by the Partnership fromunaffiliated parties.  During 2001, inaggregate, transactions of this nature totaled less than $25,000.

 

19

----

 

**PART IV.**

 

**ITEM 14.  EXHIBITS,FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K**

 
| (a)    | The following documents are filed as part of this  report:                                                                    |
|--------|-------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                          |
| 1.     | Financial statements                                                                                                          |
|   |                                                                                                                          |
| 2.     | The following exhibits are filed herewith:                                                                                    |
|   |                                                                                                                          |
|   | (a) 4.1    Limited  Partnership Agreement and Amendment No. 1 to the Limited Partnership  Agreement.  (1) |
|   |                                                                                                                          |
|   | (1)  Incorporated by reference from the Registrant’s  Revised Schedule 14A filed on August 24, 2001.                |
|   |                                                                                                                          |
|   | (b)  Exhibit  99    Representations from Arthur  Andersen LLP                                             |
|   |                                                                                                                          |
| (b)    | Reports on Form 8-K:                                                                                                          |
|   |                                                                                                                          |
|   | None.                                                                                                                         |

 

20

----

 

SIGNATURES

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|   |   | JONES PROGRAMMING  PARTNERS 1-A, LTD., |
|--------|--------|----------------------------------------|
|   |   | a Colorado limited  partnership        |
|   |   | By                                     | Jones Entertainment  Group, Ltd., |
|   |   |                                   | its General Partner |

 

 
|   |           | By:    | /s/ Glenn R. Jones                                            |   |
|--------|----------------|--------|---------------------------------------------------------------|--------|
|   |           |   | Glenn R. Jones                                                |
| Dated: | March 21, 2002 |   | Chairman of the Board,  Chief Executive Officer and President |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 

 
|   |           | By:    | /s/ Glenn R. Jones                                            |   |
|--------|----------------|--------|---------------------------------------------------------------|--------|
|   |           |   | Glenn R. Jones                                                |
|   |           |   | Chairman of the Board,  Chief Executive Officer and President |
| Dated: | March 21, 2002 |   | (Principal Executive  Officer)                                |
|   |           |   |                                                          |
|   |           |   |                                                          |   |
|   |           | By:    | /s/ Timothy J. Burke                                          |   |
| Dated: | March 21, 2002 |   | Timothy J. Burke                                              |
|   |           |   | Vice President                                                |

 

21

----